- Current report filing (8-K)
25 December 2008 - 2:41AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 23, 2008
GRUBB & ELLIS COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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1-8122
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94-1424307
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(State or other
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(Commission
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(IRS Employer
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jurisdiction of
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File Number)
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Identification No.)
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formation)
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1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (714) 667-8252
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF CONTENTS
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Amendment to Employment Agreement
On December 23, 2008, Grubb & Ellis Company (the Company) and Richard W. Pehlke entered into an
Amendment (the Amendment) to Mr. Pehlkes Employment Agreement with the Company dated February 9,
2007 (the Original Agreement). The Amendment amends certain terms and provisions of the Original
Agreement relating to a Change of Control (as defined in the Original Agreement) of the Company.
The Amendment, among other things, revises the definition of Current Investor and provides that
in the event Mr. Pehlke is terminated by the Company upon or in connection with a Change of
Control, he will be entitled to receive (i) all monies due to him which right to payment or
reimbursement accrued prior to such discharge, (ii) two (2) times his base salary payable in
accordance with the Companys customary payroll practices over a twelve (12) month period, subject
to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, (iii) an amount
equal to one (1) time his target annual cash bonus for the year during which the termination event
took place, payable in cash, on the next immediately following dates when similar annual cash bonus
compensation is paid to other executive officers of the Company (but in no event later than March
15th of the calendar year following the calendar year to which such bonus payment relates), and
(iv) all unvested options and restricted shares shall automatically vest. The Amendment also
provides that the Companys payment of any amounts upon the termination of Mr. Pehlkes employment
is subject to Mr. Pehlke executing and delivering to the Company at the time of such termination a
general release of claims in a form acceptable to the Company.
The foregoing description of the Amendment does not purport to be complete and is qualified in its
entirety by reference to the full text of the form of the Amendment, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference. Mr. Pehlke is a party to
an employment agreement with the Company, as described in Item 5.02 of the Companys current report
on Form 8-K filed with the Securities and Exchange Commission on February 15, 2007.
Change of Control Agreements
On December 23, 2008, the Company entered into separate agreements with two of its senior
executives, Dylan Taylor and Jacob Van Berkel, which contain provisions that will be triggered in
the event of a change of control of the Company (the Change of Control Agreements). Under their
respective Change of Control Agreements, in the event that Mr. Taylor or Mr. Van Berkel are
terminated by the Company upon or in connection with a Change of Control, Mr. Taylor or Mr. Van
Berkel, as applicable, will be entitled to receive (i) all monies due to him which right to payment
or reimbursement accrued prior to such discharge, (ii) two (2) times his base salary payable in
accordance with the Companys customary payroll practices over a twelve (12) month period, subject
to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and (iii) an
amount equal to one (1) time his target annual cash bonus for the year during which the termination
event took place, payable in cash, on the next immediately following date when similar annual cash
bonus compensation is paid to other executive officers of the Company (but in no event later than
March 15th of the calendar year following the calendar year to which such bonus payment relates),
and (iv) all unvested restricted shares shall
automatically vest. The Change of Control Agreements also provide that the Companys payment of
any amounts upon the termination of Mr. Taylors or Mr. Van Berkels employment, as applicable, is
subject to them executing and delivering to the Company at the time of such termination a general
release of claims in a form acceptable to the Company.
The foregoing description of the Change of Control Agreements does not purport to be complete and
is qualified in its entirety by reference to the full text of the Change of Control Agreements,
which are filed as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
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The following are filed as Exhibits to this Current Report on Form 8-K:
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10.1
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Amendment dated December 23, 2008 to the Employment Agreement between
Richard W. Pehlke and the Company.
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10.2
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Change of Control Agreement dated December 23, 2008 by and between
Dylan Taylor and the Company.
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10.3
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Change of Control Agreement dated December 23, 2008 by and between
Jacob Van Berkel and the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
authorized and caused the undersigned to sign this Report on the Registrants behalf.
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GRUBB & ELLIS COMPANY
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By:
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/s/ Richard W. Pehlke
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Richard W. Pehlke
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Chief Financial Officer and
Executive Vice President
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Dated: December 24, 2008
EXHIBIT INDEX
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Exhibit
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Number
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Description
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10.1
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Amendment dated December 23, 2008
to the Employment Agreement between Richard W. Pehlke and the Company.
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10.2
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Change of Control Agreement dated
December 23, 2008 by and between Dylan Taylor and the Company.
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10.3
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Change of Control Agreement dated
December 23, 2008 by and between Jacob Van Berkel and the Company.
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