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| FPO > SEC Filings for FPO > Form 8-K on 28-Dec-2012 | All Recent SEC Filings |
28-Dec-2012
Change in Directors or Principal Officers, Financial Statements and Ex
On December 21, 2012, First Potomac Realty Trust and First Potomac Realty Investment Limited Partnership (together, the "Company") entered into a Separation Agreement, Release and Covenant Not to Sue (the "Agreement") with Joel F. Bonder, which provides that Mr. Bonder's effective date of separation from the Company is December 4, 2012. As previously disclosed in the Company's Current Report on Form 8-K filed on October 5, 2012, Mr. Bonder had ceased to perform the responsibilities and functions of the Company's Executive Vice President and General Counsel effective October 1, 2012.
Pursuant to the Agreement, Mr. Bonder will receive a lump-sum payment equal to
(i) 31 weeks of his current annualized base salary of $285,000, net of required
withholdings and taxes and any amounts owed by him to the Company, and (ii) 12
months of COBRA coverage. In addition, Mr. Bonder will receive accelerated
vesting of 88,071 of his unvested restricted common shares and will have until
January 3, 2015 to exercise his 50,000 vested share options. In addition,
pursuant to its indemnification obligations, the Company will make a $120,000
payment to Mr. Bonder's legal counsel for legal expenses incurred in connection
with the Company's previously disclosed internal investigation, and will make an
additional lump-sum payment of approximately $46,000 to Mr. Bonder. Furthermore,
Mr. Bonder will be entitled to retain his company-issued mobile devices (without
the corresponding maintenance, calling, and data plans). Pursuant to the
Agreement, the Company has agreed to a general release of claims against
Mr. Bonder, and in consideration for the severance and other benefits described
above, Mr. Bonder has agreed to a general release of claims against the Company
and has agreed not to sue the Company for events occurring prior to the date of
the Agreement. Mr. Bonder also has agreed to provide information and cooperation
to the Company upon request at an agreed upon per diem rate, depending on the
time actually spent. The Agreement also contains certain confidentiality
obligations and other customary provisions.
The Agreement supersedes and terminates all other agreements between the Company and Mr. Bonder, including the Employment Agreement, dated February 14, 2005, as amended (the "Employment Agreement"). A description of the material terms of the Employment Agreement is included under the heading "Executive Compensation-Employment Agreements" in the Company's Definitive Proxy Statement filed on April 5, 2012 and is incorporated herein by reference.
The Company currently expects that it will incur a charge in the fourth quarter of 2012 of approximately $600,000 associated with accelerated vesting of shares and the payments to Mr. Bonder under the Agreement described above.
The foregoing description of the Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.
(d) Exhibits. The following exhibit is being filed with this Current Report on Form 8-K.
Exhibit No.
10.1 Separation Agreement, Release and Covenant Not to Sue, dated
December 21, 2012, between First Potomac Realty Trust and First
Potomac Realty Investment Limited Partnership and Joel F. Bonder.
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