Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
(e) Employment Agreement Amendments
On March 13, 2022, Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), entered into the First Amendment to the Amended and Restated Employment Agreement with Robert A. Milligan, the Company’s Chief Financial Officer (the “Milligan Amendment”), amending the Employment Agreement between the Company and Mr. Milligan dated as of July 8, 2016. The Milligan Amendment becomes effective if the Company closes the proposed merger previously disclosed on Current Report on Form
8-K
as filed with the Securities and Exchange Commission on March 1, 2022 (the “Merger”). The Milligan Amendment (i) increases the cash severance payable in a lump sum to two (2) times the sum of Mr. Milligan’s base salary and target bonus, (ii) extends the maximum period that the Company will pay the COBRA premium as part of his severance benefits from twelve months to eighteen months; and (iii) requires the payment of sixty percent (60%) of the sum of Mr. Milligan’s base salary and the bonus paid for the last fiscal year as compensation for a
one-year
non-competition
covenant that begins on the closing of the Merger. The Milligan Amendment also provides that Mr. Milligan shall have good reason immediately following the merger to terminate employment and be eligible for severance due to not being the chief financial officer of the ultimate parent company that results from completing the Merger.
On March 11, 2022, the Company entered into the First Amendment to the Amended and Restated Employment Agreement with Amanda L. Houghton, the Company’s Executive Vice President — Asset Management (the “Houghton Amendment”), amending the Employment Agreement between the Company and Ms. Houghton dated as of July 8, 2016. The Houghton Amendment extends the term of Ms. Houghton’s employment agreement through March 13, 2023. In the event that the Merger closes, the Houghton Amendment provides for the Company to pay (i) a $2,250,000 bonus within 15 days following the closing of the Merger in satisfaction of any separation benefits that Ms. Houghton would otherwise be eligible to receive, and (ii) $540,000 for a noncompete if either the Company terminates Ms. Houghton’s employment without cause or Ms. Houghton resigns for good reason after the Merger and during the remainder of the term. These payments are subject to signing a release in favor of the Company, and Ms. Houghton has generally obligated herself to continue her employment for ninety (90) days after Merger.
The foregoing descriptions of the Milligan Amendment and Houghton Amendment are not complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated into this Item 5.02(e) by reference.
Forward Looking Statements
Certain statements contained in this Current
Report on Form 8-K constitute forward-looking
statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially and in adverse ways from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of the Company’s performance in future periods. Forward-looking statements are generally identifiable by the use of such terms as “expect,” “project,” “may,” “should,” “could,” “would,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “opinion,” “predict,” “potential,” “pro forma” or the negative of such terms and other comparable terminology. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current
Report on Form 8-K. The
Company cannot guarantee the accuracy of any such forward-looking statements contained in this Current Report
on Form 8-K, and the
Company does not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
