UNITED STATES
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): July 15, 2015 (July 15, 2015)
TIER REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
|
|
|
|
|
Maryland
|
|
000-51293
|
|
68-0509956
|
|
(State or other jurisdiction of incorporation
or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.)
|
17300 Dallas Parkway, Suite 1010, Dallas, Texas
75248
(Address of principal executive offices)
(Zip Code)
(972) 483-2400
(Registrant’s telephone number, including area code)
None
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Effective July 15, 2015, TIER REIT, Inc. (which may be referred to herein as the “Company,” “Registrant,” “we,” “our” or “us”) and Tier Operating Partnership LP, our operating partnership, entered into a Third Amendment to Employment Agreement with each of Scott W. Fordham, William J. Reister, Telisa Webb Schelin and James E. Sharp and a Second Amendment to Employment Agreement with Dallas E. Lucas (collectively, the “Amendments”). The Amendments provide for a new term through July 15, 2018, which will automatically continue for an additional one-year period unless either party provides 60 days written notice of non-renewal prior to the expiration of the initial term.
The information set forth herein with respect to the Amendments does not purport to be complete in scope and is qualified in its entirety by the full text of the Amendments, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 hereto and are incorporated into this Current Report by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
.
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
10.1
|
|
Third Amendment to Employment Agreement, effective as of July 15, 2015, by and between TIER REIT, Inc. and Tier Operating Partnership LP and Scott W. Fordham
|
|
10.2
|
|
Second Amendment to Employment Agreement, effective as of July 15, 2015, by and between TIER REIT, Inc. and Tier Operating Partnership LP and Dallas E. Lucas
|
|
10.3
|
|
Third Amendment to Employment Agreement, effective as of July 15, 2015, by and between TIER REIT, Inc. and Tier Operating Partnership LP and William J. Reister
|
|
10.4
|
|
Third Amendment to Employment Agreement, effective as of July 15, 2015, by and between TIER REIT, Inc. and Tier Operating Partnership LP and Telisa Webb Schelin
|
|
10.5
|
|
Third Amendment to Employment Agreement, effective as of July 15, 2015, by and between TIER REIT, Inc. and Tier Operating Partnership LP and James E. Sharp
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
TIER REIT, INC.
|
|
|
|
|
|
|
|
|
|
Dated: July 15, 2015
|
By:
|
/s/ Telisa Webb Schelin
|
|
|
|
Telisa Webb Schelin
|
|
|
|
Chief Legal Officer, Executive Vice President & Secretary
|
Exhibit Index
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
10.1
|
|
Third Amendment to Employment Agreement, effective as of July 15, 2015, by and between TIER REIT, Inc. and Tier Operating Partnership LP and Scott W. Fordham
|
|
10.2
|
|
Second Amendment to Employment Agreement, effective as of July 15, 2015, by and between TIER REIT, Inc. and Tier Operating Partnership LP and Dallas E. Lucas
|
|
10.3
|
|
Third Amendment to Employment Agreement, effective as of July 15, 2015, by and between TIER REIT, Inc. and Tier Operating Partnership LP and William J. Reister
|
|
10.4
|
|
Third Amendment to Employment Agreement, effective as of July 15, 2015, by and between TIER REIT, Inc. and Tier Operating Partnership LP and Telisa Webb Schelin
|
|
10.5
|
|
Third Amendment to Employment Agreement, effective as of July 15, 2015, by and between TIER REIT, Inc. and Tier Operating Partnership LP and James E. Sharp
|
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made as of the 15th day of July 2015, between Scott W. Fordham (the “Executive”) and TIER REIT, Inc. (formerly known as Behringer Harvard REIT I, Inc.), a Maryland corporation (the “Company”), and Tier Operating Partnership LP (formerly known as Behringer Harvard Operating Partnership I LP), a Texas limited partnership (the “Operating Partnership” and together with the Company, the “Employers”).
WHEREAS, the Executive and the Employers entered into that certain Employment Agreement, dated September 1, 2012, as amended (the “Agreement”), pursuant to which the Executive is currently employed by the Employers; and
WHEREAS, the Executive and the Employers mutually desire to amend the Term of the Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.
Recitals
. The recitals contained in this Amendment are hereby incorporated into, and made an integral part of, this Amendment. All defined terms used herein that are not otherwise defined shall have the same meaning ascribed to them in the Agreement.
2.
Term of Agreement
. Section 1(a) of the Agreement is hereby amended and restated as follows:
“(a)
Term
. The Employers hereby employ the Executive, and the Executive hereby accepts such employment for an initial term commencing as of September 1, 2012 (the “Commencement Date”) and continuing until July 15, 2018 (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 3; with such employment to automatically continue following the Initial Term for an additional one-year period in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to renew this Agreement at least 60 days prior to the expiration of the Initial Term (the Initial Term, together with any such extension of employment hereunder, shall hereinafter be referred to as the “Term”).”
a.
Binding Effect of Amendment
. This Amendment shall be binding on all successors and permitted assigns of the parties hereof.
b.
Severability
. The enforceability or invalidity of any provision of this Amendment shall not affect the enforceability or validity of any other provision.
c.
Headings
. The headings have been inserted solely as a matter of convenience to the parties and shall not affect the construction or meaning thereof.
d.
Ratification
. The Executive and the Employers hereby ratify and confirm their respective obligations under the Agreement, as modified by this Amendment. If any inconsistency exists or arises between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall prevail.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
|
|
|
|
|
|
|
|
|
|
|
TIER REIT, INC.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Telisa Webb Schelin
|
|
|
|
By:
|
Telisa Webb Schelin
|
|
|
|
Its:
|
Chief Legal Officer, Executive Vice President & Secretary
|
|
|
|
|
|
|
|
|
|
|
TIER OPERATING PARTNERSHIP LP
|
|
|
|
|
|
|
|
|
|
/s/ Telisa Webb Schelin
|
|
|
|
By:
|
Telisa Webb Schelin
|
|
|
|
Its:
|
Chief Legal Officer, Executive Vice President & Secretary
|
|
|
|
|
|
|
|
|
|
|
EXECUTIVE:
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Scott W. Fordham
|
|
|
|
|
Scott W. Fordham
|
|
|
|
|
|
|
|
|
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made as of the 15th day of July 2015, between Dallas E. Lucas (the “Executive”) and TIER REIT, Inc., a Maryland corporation (the “Company”), and Tier Operating Partnership LP, a Texas limited partnership (the “Operating Partnership” and together with the Company, the “Employers”).
WHEREAS, the Executive and the Employers entered into that certain Employment Agreement, dated May 27, 2014, as amended (the “Agreement”), pursuant to which the Executive is currently employed by the Employers; and
WHEREAS, the Executive and the Employers mutually desire to amend the Term of the Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.
Recitals
. The recitals contained in this Amendment are hereby incorporated into, and made an integral part of, this Amendment. All defined terms used herein that are not otherwise defined shall have the same meaning ascribed to them in the Agreement.
2.
Term of Agreement
. Section 1(a) of the Agreement is hereby amended and restated as follows:
“(a)
Term
. The Employers hereby employ the Executive, and the Executive hereby accepts such employment for an initial term commencing as of May 27, 2014 (the “Commencement Date”) and continuing until July 15, 2018 (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 3; with such employment to automatically continue following the Initial Term for an additional one-year period in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to renew this Agreement at least 60 days prior to the expiration of the Initial Term (the Initial Term, together with any such extension of employment hereunder, shall hereinafter be referred to as the “Term”).”
a.
Binding Effect of Amendment
. This Amendment shall be binding on all successors and permitted assigns of the parties hereof.
b.
Severability
. The enforceability or invalidity of any provision of this Amendment shall not affect the enforceability or validity of any other provision.
c.
Headings
. The headings have been inserted solely as a matter of convenience to the parties and shall not affect the construction or meaning thereof.
d.
Ratification
. The Executive and the Employers hereby ratify and confirm their respective obligations under the Agreement, as modified by this Amendment. If any inconsistency exists or arises between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall prevail.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
|
|
|
|
|
|
|
|
|
|
|
TIER REIT, INC.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Scott W. Fordham
|
|
|
|
By:
|
Scott W. Fordham
|
|
|
Its:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
|
TIER OPERATING PARTNERSHIP LP
|
|
|
|
|
|
|
|
|
|
/s/ Scott W. Fordham
|
|
|
|
By:
|
Scott W. Fordham
|
|
|
|
|
Its:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
|
EXECUTIVE:
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Dallas E. Lucas
|
|
|
|
|
Dallas E. Lucas
|
|
|
|
|
|
|
|
|
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made as of the 15th day of July 2015, between William J. Reister (the “Executive”) and TIER REIT, Inc. (formerly known as Behringer Harvard REIT I, Inc.), a Maryland corporation (the “Company”), and Tier Operating Partnership LP (formerly known as Behringer Harvard Operating Partnership I LP), a Texas limited partnership (the “Operating Partnership” and together with the Company, the “Employers”).
WHEREAS, the Executive and the Employers entered into that certain Employment Agreement, dated September 1, 2012, as amended (the “Agreement”), pursuant to which the Executive is currently employed by the Employers; and
WHEREAS, the Executive and the Employers mutually desire to amend the Term of the Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.
Recitals
. The recitals contained in this Amendment are hereby incorporated into, and made an integral part of, this Amendment. All defined terms used herein that are not otherwise defined shall have the same meaning ascribed to them in the Agreement.
2.
Term of Agreement
. Section 1(a) of the Agreement is hereby amended and restated as follows:
“(a)
Term
. The Employers hereby employ the Executive, and the Executive hereby accepts such employment for an initial term commencing as of September 1, 2012 (the “Commencement Date”) and continuing until July 15, 2018 (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 3; with such employment to automatically continue following the Initial Term for an additional one-year period in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to renew this Agreement at least 60 days prior to the expiration of the Initial Term (the Initial Term, together with any such extension of employment hereunder, shall hereinafter be referred to as the “Term”).”
a.
Binding Effect of Amendment
. This Amendment shall be binding on all successors and permitted assigns of the parties hereof.
b.
Severability
. The enforceability or invalidity of any provision of this Amendment shall not affect the enforceability or validity of any other provision.
c.
Headings
. The headings have been inserted solely as a matter of convenience to the parties and shall not affect the construction or meaning thereof.
d.
Ratification
. The Executive and the Employers hereby ratify and confirm their respective obligations under the Agreement, as modified by this Amendment. If any inconsistency exists or arises between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall prevail.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
|
|
|
|
|
|
|
|
|
|
|
TIER REIT, INC.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Scott W. Fordham
|
|
|
|
By:
|
Scott W. Fordham
|
|
|
Its:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
|
TIER OPERATING PARTNERSHIP LP
|
|
|
|
|
|
|
|
|
|
/s/ Scott W. Fordham
|
|
|
|
By:
|
Scott W. Fordham
|
|
|
|
|
Its:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
|
EXECUTIVE:
|
|
|
|
|
|
|
|
|
|
|
|
/s/ William J. Reister
|
|
|
|
|
William J. Reister
|
|
|
|
|
|
|
|
|
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made as of the 15th day of July 2015, between Telisa Webb Schelin (the “Executive”) and TIER REIT, Inc. (formerly known as Behringer Harvard REIT I, Inc.), a Maryland corporation (the “Company”), and Tier Operating Partnership LP (formerly known as Behringer Harvard Operating Partnership I LP), a Texas limited partnership (the “Operating Partnership” and together with the Company, the “Employers”).
WHEREAS, the Executive and the Employers entered into that certain Employment Agreement, dated September 1, 2012, as amended (the “Agreement”), pursuant to which the Executive is currently employed by the Employers; and
WHEREAS, the Executive and the Employers mutually desire to amend the Term of the Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.
Recitals
. The recitals contained in this Amendment are hereby incorporated into, and made an integral part of, this Amendment. All defined terms used herein that are not otherwise defined shall have the same meaning ascribed to them in the Agreement.
2.
Term of Agreement
. Section 1(a) of the Agreement is hereby amended and restated as follows:
“(a)
Term
. The Employers hereby employ the Executive, and the Executive hereby accepts such employment for an initial term commencing as of September 1, 2012 (the “Commencement Date”) and continuing until July 15, 2018 (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 3; with such employment to automatically continue following the Initial Term for an additional one-year period in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to renew this Agreement at least 60 days prior to the expiration of the Initial Term (the Initial Term, together with any such extension of employment hereunder, shall hereinafter be referred to as the “Term”).”
a.
Binding Effect of Amendment
. This Amendment shall be binding on all successors and permitted assigns of the parties hereof.
b.
Severability
. The enforceability or invalidity of any provision of this Amendment shall not affect the enforceability or validity of any other provision.
c.
Headings
. The headings have been inserted solely as a matter of convenience to the parties and shall not affect the construction or meaning thereof.
d.
Ratification
. The Executive and the Employers hereby ratify and confirm their respective obligations under the Agreement, as modified by this Amendment. If any inconsistency exists or arises between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall prevail.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
|
|
|
|
|
|
|
|
|
|
|
TIER REIT, INC.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Scott W. Fordham
|
|
|
|
By:
|
Scott W. Fordham
|
|
|
Its:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
|
TIER OPERATING PARTNERSHIP LP
|
|
|
|
|
|
|
|
|
|
/s/ Scott W. Fordham
|
|
|
|
By:
|
Scott W. Fordham
|
|
|
|
|
Its:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
|
EXECUTIVE:
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Telisa Webb Schelin
|
|
|
|
|
Telisa Webb Schelin
|
|
|
|
|
|
|
|
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made as of the 15th day of July 2015, between James E. Sharp (the “Executive”) and TIER REIT, Inc. (formerly known as Behringer Harvard REIT I, Inc.), a Maryland corporation (the “Company”), and Tier Operating Partnership LP (formerly known as Behringer Harvard Operating Partnership I LP), a Texas limited partnership (the “Operating Partnership” and together with the Company, the “Employers”).
WHEREAS, the Executive and the Employers entered into that certain Employment Agreement, dated September 1, 2012, as amended (the “Agreement”), pursuant to which the Executive is currently employed by the Employers; and
WHEREAS, the Executive and the Employers mutually desire to amend the Term of the Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.
Recitals
. The recitals contained in this Amendment are hereby incorporated into, and made an integral part of, this Amendment. All defined terms used herein that are not otherwise defined shall have the same meaning ascribed to them in the Agreement.
2.
Term of Agreement
. Section 1(a) of the Agreement is hereby amended and restated as follows:
“(a)
Term
. The Employers hereby employ the Executive, and the Executive hereby accepts such employment for an initial term commencing as of September 1, 2012 (the “Commencement Date”) and continuing until July 15, 2018 (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 3; with such employment to automatically continue following the Initial Term for an additional one-year period in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to renew this Agreement at least 60 days prior to the expiration of the Initial Term (the Initial Term, together with any such extension of employment hereunder, shall hereinafter be referred to as the “Term”).”
a.
Binding Effect of Amendment
. This Amendment shall be binding on all successors and permitted assigns of the parties hereof.
b.
Severability
. The enforceability or invalidity of any provision of this Amendment shall not affect the enforceability or validity of any other provision.
c.
Headings
. The headings have been inserted solely as a matter of convenience to the parties and shall not affect the construction or meaning thereof.
d.
Ratification
. The Executive and the Employers hereby ratify and confirm their respective obligations under the Agreement, as modified by this Amendment. If any inconsistency exists or arises between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall prevail.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
|
|
|
|
|
|
|
|
|
|
|
TIER REIT, INC.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Scott W. Fordham
|
|
|
|
By:
|
Scott W. Fordham
|
|
|
Its:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
|
TIER OPERATING PARTNERSHIP LP
|
|
|
|
|
|
|
|
|
|
/s/ Scott W. Fordham
|
|
|
|
By:
|
Scott W. Fordham
|
|
|
|
|
Its:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
|
EXECUTIVE:
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James E. Sharp
|
|
|
|
|
James E. Sharp
|
|
|
|
|
|
|
|
|