Physicians Realty Trust (Form: 8-K, Received: 02/28/2018 16:18:21)

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): February 28, 2018

PHYSICIANS REALTY TRUST

(Exact name of registrant as specified in its charter)



Maryland	001-36007	46-2519850
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)



309 N. Water Street, Suite 500 Milwaukee, Wisconsin (Address of principal executive offices)		53202 (Zip Code)

Registrant’s telephone number, including area code: (414) 367-5600

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:

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2018, Physicians Realty Trust (the “Company”) entered into Employment Agreements (collectively, the “New Agreements”) with each of John T. Thomas, President and Chief Executive Officer, Jeffrey N. Theiler, Executive Vice President and Chief Financial Officer, D. Deeni Taylor, Executive Vice President and Chief Investment Officer, Bradley D. Page, Senior Vice President and General Counsel and John W. Lucey, Senior Vice President and Chief Accounting and Administrative Officer (each, an “Executive” and collectively, the “Executives”), which by their terms replace the Company’s prior employment agreements with each of the Executives.

Under the terms of the New Agreements, each of Mr. Thomas, Mr. Theiler, Mr. Taylor, Mr. Page and Mr. Lucey are entitled to an annual base salary of $800,000, $473,000, $473,000, $331,000 and $315,000, respectively, subject to such annual increases as the Compensation and Nominating Governance Committee of the Board of Trustees (the “Compensation Committee”) may approve, reimbursement of up to $10,000 annually for reasonable professional expenses to receive personal advice from certain professional advisors, and other benefits and group insurance programs generally available to other employees and the Company’s other executives. Each Executive is also entitled to receive an annual cash bonus opportunity for each calendar year during his employment based upon performance goals that are established by the Board of Trustees or the Compensation Committee, as the case may be, in its sole discretion. Each executive is also eligible to receive options, restricted shares or other awards under the Company’s 2013 Equity Incentive Plan at the discretion of the Compensation Committee.

In addition, each New Agreement provides that if the Executive’s employment is terminated by the Company without cause or by the Executive for good reason, the respective Executive would be entitled to, among other things, two times base salary and annual bonus and accelerated vesting of unvested equity awards. If the Executive’s employment is terminated under certain circumstances within 12 months of a change in control, the foregoing cash amounts would generally be payable to the Executive (except Mr. Thomas would receive three times the amount), and upon a change in control, unvested equity awards would generally vest if they are not continued, assumed or replaced by the surviving entity.

Each of the New Agreements contains non-competition and non-solicitation restrictive covenants which apply during the term of the New Agreement and for one year following an Executive’s termination, and a non-disparagement restrictive covenant that applies during and after the term of each Executive’s employment with the Company.

The foregoing description of each of the New Agreements is qualified in its entirety by reference to the terms of the respective New Agreements, copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 and are incorporated herein by reference.

Item 8.01. Other Events.

On February 28, 2018, the Company entered into Employment Agreements with each of Daniel M. Klein, Senior Vice President and Deputy Chief Investment Officer and Mark D. Theine, Senior Vice President and Asset and Investment Management. The terms of these Employment Agreements are substantially similar to the New Agreements discussed in Item 5.02 of this Form 8-K, except that Mr. Klein’s base salary is $300,000 and Mr. Theine’s base salary is $315,000.

The foregoing description of the Employment Agreements with each of Mr. Klein and Mr. Theine is qualified in its entirety by reference to the terms of the respective agreements, copies of which are filed herewith as Exhibits 10.6 and 10.7 and are incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits



10.1	Employment Agreement dated as of February 28, 2018, between the Company and John T. Thomas
10.2	Employment Agreement dated as of February 28, 2018, between the Company and Jeffrey N. Theiler
10.3	Employment Agreement dated as of February 28, 2018, between the Company and D. Deeni Taylor
10.4	Employment Agreement dated as of February 28, 2018, between the Company and Bradley D. Page
10.5	Employment Agreement dated as of February 28, 2018, between the Company and John W. Lucey
10.6	Employment Agreement dated as of February 28, 2018, between the Company and Daniel M. Klein
10.7	Employment Agreement dated as of February 28, 2018, between the Company and Mark D. Theine
10.8	Form of Restricted Share Unit Award Agreement (Performance Units)

SIGNATURES

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 hereunto duly authorized.



Date:	February 28, 2018		PHYSICIANS REALTY TRUST


		By:	/s/ John T. Thomas
			John T. Thomas
			President and Chief Executive Officer

EXHIBIT INDEX



Exhibit No.		Description

10.1		Employment Agreement dated as of February 28, 2018, between the Company and John T. Thomas
10.2		Employment Agreement dated as of February 28, 2018, between the Company and Jeffrey N. Theiler
10.3		Employment Agreement dated as of February 28, 2018, between the Company and D. Deeni Taylor
10.4		Employment Agreement dated as of February 28, 2018, between the Company and Bradley D. Page
10.5		Employment Agreement dated as of February 28, 2018, between the Company and John W. Lucey
10.6		Employment Agreement dated as of February 28, 2018, between the Company and Daniel M. Klein
10.7		Employment Agreement dated as of February 28, 2018, between the Company and Mark D. Theine
10.8		Form of Restricted Share Unit Award Agreement (Performance Units)

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), by and between PHYSICIANS REALTY TRUST, a Maryland trust (the "Company"), and JOHN T. THOMAS (the "Executive") is entered into and effective on this 28 ^th day of February, 2018 (the "Effective Date").

WHEREAS, the Company and the Executive entered into an Employment Agreement (the "Prior Agreement") effective February 26, 2016, providing for the Executive's employment and setting forth the terms and conditions for such employment; and

WHEREAS, the Company and the Executive desire to terminate the Prior Agreement and to enter into the Agreement to provide for certain changes to the terms and conditions of the Executive's employment by the Company, as reflected in the Agreement.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:

1. EMPLOYMENT

The Company hereby agrees to employ the Executive as its President and Chief Executive Officer (the "CEO") upon the terms and conditions herein contained, and the Executive hereby agrees to accept such employment and to serve in such position. As CEO, the Executive will have those duties which can reasonably be expected to be performed by a person in such position and shall undertake such other responsibilities as may be assigned to the Executive by the Company's Board of Trustees from time to time. For purposes of the Agreement, all references to the "Board" shall mean the Board of Trustees, excluding the Executive. In such capacity, the Executive shall report to the Company's Board and shall have such powers and responsibilities consistent with his position as may be assigned. The Company agrees to nominate the Executive to be a member of the Board and any Executive Committee (or similar Committee) of the Board for the Employment Term (as defined below) at the next regularly scheduled meeting of the Board that occurs after the Effective Date of this Agreement. Throughout the Employment Term, the Executive shall devote his best efforts and all of his business time and services to the business and affairs of the Company.

2. TERM OF AGREEMENT

Subject to earlier termination as herein provided, the Executive's employment under the Agreement shall continue in effect until December 31, 2020 (the "Initial Term"). The Agreement will automatically renew, subject to earlier termination as herein provided, for successive one (1) year periods (the "Additional Terms"), unless either the Executive provides notice of non-renewal at least sixty (60) days prior to the expiration of the Initial Term or the then Additional Term, whichever is applicable, or the Company provides notice of non-renewal at least six (6) months prior to the expiration of the Initial Term or the then Additional Term, whichever is applicable; provided, the number of Additional Terms shall not exceed two (2) and, unless earlier terminated in accordance with the terms of this Agreement, the Agreement shall automatically terminate on December 31, 2022. The Initial Term and any Additional Term(s) shall be referred to collectively as the "Employment Term."

Notwithstanding the foregoing, the Company shall be entitled to terminate the Agreement immediately, subject to a continuing obligation to make any payments required under Section 5 below, if the Executive (i) incurs a Disability as described in Section 5(b), (ii) is terminated for Cause, as defined in Section 5(c), or (iii) voluntarily terminates his employment without Good Reason (as defined below), as described in Section 5(d).

3. SALARY AND BONUS

The Executive shall receive a base salary during the Employment Term at a rate of $800,000 per annum for 2018 (the “Base Salary”), payable in substantially equal semi-monthly installments. The Compensation Committee of the Board shall consult with the CEO and review the Executive's Base Salary at annual intervals, and may increase the Executive's annual Base Salary from time to time as the Committee deems to be appropriate.

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Subject to Section 12, the Executive will have an annual cash bonus opportunity for each calendar year during the Employment Term (the "Annual Bonus") based upon performance goals that are established by the Board or the Compensation Committee of the Board, as the case may be, in its sole discretion. In the event an Annual Bonus is payable pursuant to this Section 3, such bonus shall be paid to the Executive no later than March 15th of the year after the year to which the bonus relates.

4. ADDITIONAL COMPENSATION AND BENEFITS

The Executive shall receive the following additional compensation and welfare and fringe benefits during the term of the Agreement:

(a) Options and Other Long-Term Incentives. During the Employment Term, any options, restricted shares or other awards granted under the Physicians Realty Trust 2013 Equity Incentive Plan (the "2013 Equity Plan") shall be at the discretion of the Compensation Committee of the Company's Board.

(b) Vacation. The Executive shall be entitled to vacation and personal days in accordance with the policies the Company maintains from time to time.

(c) Business Expenses. The Company shall reimburse the Executive for all reasonable expenses he incurs in promoting the Company's business, including expenses for travel and similar items, upon presentation by the Executive (generally within 60 days of the date incurred) of an itemized account of such expenditures. Any reimbursement of expenses made under the Agreement shall only be made for eligible expenses (including transportation and cellular service expenses as set forth above) incurred during the Employment Term, and no reimbursement of any expense shall be made by the Company after December 31st of the year following the calendar year in which the expense was incurred. The amount eligible for reimbursement under the Agreement during a taxable year may not affect expenses eligible for reimbursement in any other taxable year, and the right to reimbursement under the Agreement is not subject to liquidation or exchange for another benefit. The Executive will comply with the Company's policies regarding these benefits, including all Internal Revenue Service rules and requirements.

(d) Professional Expenses. Each calendar year during the Employment Term, the Company agrees to reimburse the Executive for up to $10,000 of reasonable professional expenses (i.e., accounting, financial planning, estate planning expenses) incurred by the Executive during such year for personal advice rendered to the Executive.

(e) Other Benefits and Perquisites. The Executive shall be entitled to participate in the benefit plans provided by the Company for all employees, generally, and for the Company's executive employees. The Company shall be entitled to change or terminate these plans in its sole discretion at any time.

5. PAYMENTS UPON TERMINATION

(a) Accrued Obligations. Upon termination of employment for any reason, the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending in or with the year of termination (collectively, the "Accrued Obligations"). For purposes of the preceding sentence, except upon termination of employment by the Company for Cause (as defined below), the Executive shall be entitled to receive an Annual Bonus for the year of termination based on the actual achievement of any performance goal or goals thereunder and pro-rated based on the Executive's period of service during the performance period. Payments under this Section 5(a) shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan.

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the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). For purposes of the Agreement, "Disability" means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of his job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

(c) Termination for Cause. If the Executive's employment is terminated by the Company for Cause, the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations. For purposes of the Agreement, the term "Cause" shall be limited to the following:

(i) the Executive engaging in any act of fraud, dishonesty, theft, misappropriation or embezzlement of funds or misrepresentation with respect to the Company;

(ii) the Executive's conviction or plea of no contest with respect to any felony or other crime involving moral turpitude;

(iii) the Executive's material breach of his obligations under the Agreement, including, without limitation, breach of the covenants set forth in Section 9 and Section 10 below or the refusal of the Executive to perform his job duties as directed by the Board, which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged breach;

(iv) violation of any material duty or obligation to the Company or of any direction or any rule or regulation reasonably established by the Board, which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged violation; or

(v) insubordination or misconduct in the performance of, or neglect of, the Executive's duties which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged insubordination, misconduct, or neglect.

(d) Voluntary Termination by the Executive Without Good Reason. If the Executive resigns or otherwise voluntarily terminates his employment without Good Reason (as defined in Section 5(e) below), or if the Executive’s employment terminates due to non-renewal of the Agreement by the Executive, the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations.

(e) Termination by the Executive for Good Reason . The Executive may terminate his employment for Good Reason if (i) a Good Reason circumstance shall have occurred, and the Executive provides the Company with written notice thereof within ninety (90) days after the occurrence of the Good Reason circumstance, which notice shall specifically identify the circumstance that the Executive believes constitutes Good Reason; (ii) the Company fails to correct the circumstance so identified within thirty (30) days after the receipt of such notice; and (iii) the Executive resigns within ninety (90) days after the date of delivery of the notice referred to in clause (i) above. For purposes of the Agreement, "Good Reason" shall mean the occurrence or failure to cause the occurrence, as the case may be, without the Executive's prior express written consent, of any of the following circumstances:

(1) the assignment to the Executive of a position other than the position of CEO (other than for Cause or by reason of his Disability) or the assignment of duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive's authority, duties or responsibilities;

(2) receipt by the Executive of a direction to report to anyone other than the Board if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report;

(3) a relocation of the Company's executive office in Wisconsin to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from the Executive's residence at the time of relocation;

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(4) a material diminution in the Executive's (i) Base Salary or (ii) total compensation opportunity;

(5) a failure by the Company (A) to continue any bonus, incentive or material compensatory plan, program or arrangement in which the Executive is entitled to participate (the "Bonus Plans"), provided that any such Bonus Plans may be modified at the Company's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing the Executive with substantially similar benefits are not substituted therefor ("Substitute Plans"), or (B) to continue the Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as the Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans;

(6) any material breach by the Company of any provision of the Agreement; or

(7) a failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to the Executive upon the successor becoming such, the obligations of the Company hereunder.

The failure by the Executive to set forth in the written notice to the Company of his termination for Good Reason of any facts or circumstances which contribute to the showing of Good Reason shall not waive any right of the Executive hereunder or preclude the Executive from asserting such fact or circumstance in enforcing his rights hereunder.

Upon termination of employment for Good Reason, subject to compliance with the covenants in Section 9 and Section 10 and the execution of the Release, and except as otherwise provided by Sections 12 and 18 , the Executive shall be entitled to receive the amounts and benefits described in Section 5(f) below.

(f) Involuntary Termination by the Company without Cause. If the Executive’s employment is involuntarily terminated by the Company without Cause and for a reason other than death or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18 , the Executive shall be entitled to receive the amounts and benefits described in this Section 5(f) . The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive's Base Salary as in effect at the time his employment terminates for twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following:

(i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become fully vested and, in the case of options, exercisable in full;

(ii) Provided that the Executive elects continuation of coverage under the Company's group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), the Executive shall be provided continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year; and

(iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive's employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10.

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For purposes of clause (i) above, the reference to "fully vested" in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

(g) Non-Renewal of the Agreement by the Company. If the Executive’s employment terminates due to non-renewal of the Agreement by the Company or automatic termination of the Agreement on December 31, 2022, subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18 , the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g) . The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive's Base Salary as in effect at the time his employment terminates for six (6) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following:

(i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan that are subject to performance-based vesting conditions shall vest, based on the actual level of achievement of the performance goal or goals under the award and shall be pro-rated based on the Executive's period of service during the performance period. Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan that are not subject to performance-based vesting conditions shall be accelerated and such awards shall become immediately fully vested and, in the case of options, exercisable in full; and

(ii) Provided that the Executive elects continuation of coverage under the Company's group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), the Executive shall be provided continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination for six (6) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Notwithstanding the foregoing, if the Executive and the Company enter into a new agreement for the performance of services by the Executive for the Company or its affiliate with respect to the period commencing on or immediately after December 31, 2022, the Executive shall not be entitled to receive the amounts and benefits described in this Section 5(g) and this Section 5(g) shall be null and void and of no further effect.

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6. EFFECT OF CHANGE IN CONTROL

(a) Vesting of Awards. In the event of a Change in Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace awards granted to the Executive under the terms of the 2013 Equity Plan that are outstanding as of the Change in Control, and such awards or replacements therefore shall remain outstanding and be governed by their respective terms. If and to the extent that outstanding awards granted to the Executive under the terms of the 2013 Equity Plan are not continued, assumed or replaced in connection with a Change in Control, then the vesting of such awards shall be accelerated and such awards shall become immediately fully vested and, in the case of options, exercisable in full as of the Change in Control. With respect to outstanding awards granted to the Executive under the terms of the 2013 Equity Plan that are subject to performance-based vesting conditions, the level of achievement of the performance-based vesting conditions shall be measured consistent with the original terms of the award to preserve the intent of the metrics, and to the extent performance can no longer be reasonably measured consistent with the original terms, the vesting of such awards shall be accelerated and such awards shall become immediately fully vested and, in the case of options, exercisable in full as of the Change in Control. The reference to "fully vested" in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

(b) Certain Calculations. In the event of a Change in Control, all calculations required to be made to determine whether any payments or distributions by the Company, or other benefits provided by the Company, to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise) would be subject to the excise tax imposed by Section 4999 of the Code, or whether any interest or penalties with respect to such excise tax would be due, including the assumptions to be utilized in arriving at any such determinations, shall be made by a nationally recognized accounting firm, consulting firm or law firm designated by the Executive (the "Consulting Firm"). All fees and expenses of the Consulting Firm shall be borne solely by the Company.

(c) Severance Payment and Benefits. If, at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement, or (iv) such period of twelve (12) consecutive months includes December 31, 2022, then subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, the Executive shall be entitled to receive a lump sum severance payment equal to three times the sum of (i) the Executive's Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive's termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c) . In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

(d) Definition of Change in Control. For purposes of the Agreement, a "Change in Control" shall mean the occurrence of any one of the following events:

(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities eligible to vote for the election of the Board (the "Company Voting Securities"); provided, however, the event described in this paragraph (i) shall not be deemed to be a Change in Control if such event results from the acquisition of Company Voting Securities pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii) below);

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(ii) individuals who, on the Effective Date, constitute the Board (the "Incumbent Trustees") cease for any reason to constitute at least a majority of the Board; provided, however, that any person becoming a trustee subsequent to the Effective Date, whose election or nomination for election was approved (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without written objection to such nomination) by a vote of at least two-thirds of the trustees who were, as of the date of such approval, Incumbent Trustees, shall be an Incumbent Trustee; provided, further, that no individual initially appointed, elected or nominated as a trustee of the Company as a result of an actual or threatened election contest with respect to the election or removal of trustees or as a result of any other actual or threatened solicitation of proxies or consents or pursuant to any proxy access right by or on behalf of any person other than the Board shall be deemed to be an Incumbent Trustee;

(iii) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (A) the Company or (B) any of its wholly owned subsidiaries pursuant to which, in the case of this clause (B), Company Voting Securities are issued or issuable (any event described in the immediately preceding clause (A) or (B), a "Reorganization") or the sale or other disposition of all or substantially all of the assets of the Company to an entity that is not an Affiliate of the Company (a "Sale"), unless immediately following such Reorganization or Sale: (1) more than fifty percent (50%) of the total voting power (in respect of the election of trustees, or similar officials in the case of an entity other than a trust) of (x) the Company (or, if the Company ceases to exist, the entity resulting from such Reorganization), or, in the case of a Sale, the entity which has acquired all or substantially all of the assets of the Company (in either case, the "Surviving Entity"), or (y) if applicable, the ultimate parent entity that directly or indirectly has Beneficial Ownership of more than fifty percent (50%) of the total voting power (in respect of the election of trustees, or similar officials in the case of an entity other than a trust) of the Surviving Entity (the "Parent Entity"), is represented by Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), (2) no Person is or becomes the Beneficial Owner, directly or indirectly, of fifty percent (50%) or more of the total voting power (in respect of the election of trustees, or similar officials in the case of an entity other than a trust) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (3) at least a majority of the members of the board of trustees (or similar officials in the case of an entity other than a trust) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale, Incumbent Trustees (any Reorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above being deemed to be a "Non-Qualifying Transaction"); or

(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, if any Person becomes the Beneficial Owner, directly or indirectly, of fifty percent (50%) or more of the combined voting power of Company Voting Securities solely as a result of the, acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding, such increased amount shall be deemed not to result in a Change in Control; provided, however, that if such Person subsequently becomes the Beneficial Owner, directly or indirectly, of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities Beneficially Owned by such Person to a percentage equal to or greater than fifty percent (50%), a Change in Control of the Company shall then be deemed to occur.

For purposes of this Section 6(d), the following terms shall have the following meanings:

(i) "Affiliate" shall mean an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended from time to time (the "Exchange Act");

(ii) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

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by the stockholders of the Company in substantially the same proportions as their ownership of shares of common stock of the Company or (5) the Executive or any group of persons including the Executive (or any entity controlled by the Executive or any group of persons including the Executive).

7. DEATH

If the Executive dies during the Employment Term, the Company shall pay to the Executive's surviving spouse or if there is no surviving spouse, the Executive's estate, a lump sum payment equal to the Accrued Obligations. In addition, the death benefits payable by reason of the Executive's death under any retirement, deferred compensation, life insurance or other employee benefit plan maintained by the Company shall be paid to the beneficiary designated by the Executive, and the options, restricted shares or other awards held by the Executive under the Company's equity incentive plans shall become fully vested, and, in the case of options, exercisable in full, in accordance with the terms of the applicable plan or plans.

8. WITHHOLDING

The Company shall, to the extent permitted by law, have the right to withhold and deduct from any payment hereunder any federal, state or local taxes of any kind required by law to be withheld with respect to any such payment.

9. PROTECTION OF CONFIDENTIAL INFORMATION

During the Executive's employment with the Company, the Company shall grant the Executive otherwise prohibited access to its trade secrets and confidential information which are not known to the Company's competitors or within the Company's industry generally, which were developed by the Company over a long period of time and/or at its substantial expense, and which are of great competitive value to the Company, and access to the Company's customers and clients. For purposes of the Agreement, "Confidential Information" includes all trade secrets and confidential and proprietary information of the Company, including, but not limited to, the following: financial models, financial information and data, business methods, electronic files, computer drives/disks, passwords, address and telephone lists, internal memoranda, correspondence, business strategies, business plans and/or projections, lease forms, construction contract forms, development and construction management service agreements, tenant lists, lease terms, rates, rent rolls, strategies, improvements, discoveries, plans for research or future business, infrastructure, marketing and sales plans and strategies, budgets, customer and client information, employee, customer and client nonpublic personal information, supplier lists, business records, audit processes, management methods and information, reports, recommendations and conclusions, information regarding the names, contact information, skills and compensation of employees and contractors of the Company, other information not generally known to the public, and other business information disclosed to the Executive by the Company, either directly or indirectly, in writing, orally, or by drawings or observation.

The Executive acknowledges and agrees that Confidential Information is proprietary to and a trade secret of the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive's employment with the Company. The Executive agrees to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time (whether during or after the Executive's employment), directly or indirectly, disclose to any unauthorized person or use for the Executive's own account any Confidential Information without the Company's consent. Throughout the Executive's employment and at all times thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive's duties; (iii) the Executive shall not use the Confidential Information or trade secrets to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. The foregoing shall not apply to any information which is already in the

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public domain, or is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person).

Upon the termination of the Executive's employment for any reason, the Executive shall immediately return and deliver to the Company any and all Confidential Information, software, devices, cell phones, personal data assistants, credit cards, data, reports, proposals, lists, correspondence, materials, equipment, computers, hard drives, papers, books, records, documents, memoranda, manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, which belong to the Company or relate to the Company's business and which are in the Executive's possession, custody or control, whether prepared by the Executive or others. If at any time after termination of the Executive's employment he determines that he has any Confidential Information in his possession or control, the Executive shall immediately return to the Company all such Confidential Information in the Executive's possession or control, including all copies and portions thereof.

The Executive recognizes that because his work for the Company may bring him into contact with confidential and proprietary information of the Company, the restrictions of this Section 9 are required for the reasonable protection of the Company and its investments and for the Company's reliance on and confidence in the Executive.

10. RESTRICTIVE COVENANTS

In consideration for (i) the Company's promise to provide Confidential Information to the Executive, (ii) the substantial economic investment made by the Company in the Confidential Information and goodwill of the Company, and/or the business opportunities disclosed or entrusted to the Executive, (iii) access to the Company's customers and clients, and (iv) the Company's employment of the Executive pursuant to the Agreement and the compensation and other benefits provided by the Company to the Executive, to protect the Company's Confidential Information and business goodwill of the Company, the Executive agrees to the following restrictive covenants.

(a) Non-Competition . The Executive hereby agrees that during the Restricted Period (defined below), other than in connection with the Executive's duties under the Agreement, the Executive shall not, and shall not use any Confidential Information to, without the prior consent of the Company, directly or indirectly, either individually or as an owner, principal, partner, stockholder, manager, contractor, distributor, lender, investor, consultant, agent, employee, co-venturer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, become employed by, control, carry on, join, lend money for, engage in, establish, perform services for, invest in, solicit investors for, consult for, do business with or otherwise engage in any Competing Business (defined below) within the Restricted Territory (defined below); provided however, that nothing in this Section 10(a) shall prevent the Executive from owning a passive investment in up to two percent (2%) of the stock of a publicly traded corporation engaged in a Competing Business and such ownership shall not be considered to be a violation of Section 10(a).

(i) "Restricted Period" means during the Executive's employment with the Company and for a period equal to the later of (i) one (1) year immediately following the date of the Executive's termination from employment for any reason or (ii) the number of months for which the Executive is receiving monthly severance payments under Section 5 of the Agreement.

(ii) "Competing Business" means any business, individual, partnership, firm, corporation or other entity that provides the same or substantially similar products or services as those provided by the Company during the Executive's employment, which includes, without limitation, the business of buying, managing, holding and selling medical office buildings.

(iii) As CEO of the Company, the Executive has responsibility for the Company’s operations throughout the United States. Because the Company does business throughout the United States, the "Restricted Territory" means the United States and any other region or state in which the Executive performed services, was assigned responsibility for the Company, or about which the Executive received Confidential Information.

(b) Non-Solicitation. The Executive agrees that during the Restricted Period, other than in connection with the Executive's duties under the Agreement, the Executive shall not, and shall not use any Confidential Information to, directly or indirectly, either individually or as an owner, principal, partner, stockholder, manager, contractor, distributor, lender, investor, consultant, agent, employee, co-venturer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, and whether personally or through other persons:

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(i) Solicit business from, interfere with, attempt to solicit business with, or do business with any customer or client of the Company with whom the Company did business or who the Company solicited within the preceding two (2) years, and who or which: (1) the Executive contacted, called on, serviced, or did business with during his employment with the Company; (2) the Executive learned of as a result of his employment with the Company; or (3) about whom the Executive received Confidential Information. This restriction applies only to business which is in the scope of services or products provided by the Company; or

(ii) Solicit, induce, or attempt to solicit or induce, engage or hire, on behalf of himself or any other person or entity, any person who is an employee or full-time consultant of the Company or who was employed or retained by the Company within the preceding two (2) years.

(c) Non-Disparagement. The Executive shall refrain, both during and after the Employment Term, from publishing any oral or written statements about the Company or any of the Company's board of trustees, equity holders, members, shareholders, managers, officers, employees, consultants, agents or representatives that (i) are slanderous, libelous or defamatory; or (ii) place the Company or any of its trustees, managers, officers, employees, consultants, agents or representatives in a false light before the public. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded the Company under this provision are in addition to any and all rights and remedies otherwise afforded by law.

(d) Tolling. If the Executive violates any of the restrictions contained in Section 10, the Restricted Period shall be suspended and shall not run in favor of the Executive from the time of the commencement of any violation until the time when the Executive cures the violation to the satisfaction of the Company.

(e) Reasonableness. The Executive hereby represents to the Company that he has read and understands, and agrees to be bound by, the terms of this Section 10. The Executive acknowledges that the geographic scope and duration of the covenants contained in this Section 10 are fair and reasonable in light of (i) the nature and wide geographic scope of the operations of the Company's business; (ii) the Executive's level of control over and contact with the business in the Restricted Territory; and (iii) the amount of compensation, trade secrets and Confidential Information that the Executive is receiving in connection with his employment by the Company. It is the desire and intent of the parties that the provisions of Section 10 be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect and therefore, to the extent permitted by applicable law, the Executive and the Company hereby waive any provision of applicable law that would render any provision of Section 10 invalid or unenforceable.

11. INJUNCTIVE RELIEF

The Executive acknowledges that (a) compliance with the covenants set forth in Section 9 and Section 10 of the Agreement are necessary to protect the Company's business and Confidential Information; (b) a breach or threatened breach of any of such covenants will irreparably harm the Company; and (c) an award of money damages will not be adequate to remedy such harm. Consequently, the Executive acknowledges and agrees that, in addition to other remedies, in the event the Executive breaches or threatens to breach any of the covenants contained in the Agreement, the Company shall be entitled to both a temporary and/or permanent injunction to prevent the continuation of such harm and enforce such provisions and money damages insofar as they can be determined, including, without limitation, all costs and reasonable attorneys' fees incurred by or on behalf of the Company in the enforcement of the terms of the Agreement. The Company may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary or applicable. This provision with respect to injunctive relief shall not, however, diminish the Company's right to claim and recover damages.

It is expressly understood and agreed that although the parties consider the restrictions contained in the Agreement to be reasonable, if a court determines that the time or territory or any other restriction contained in the Agreement is an unenforceable restriction on the activities of the Executive, no such provision of the Agreement shall be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such extent as such court may judicially determine or indicate to be reasonable. By agreeing to this contractual modification prospectively at this time, the Company and the Executive intend to make this provision enforceable under the law or laws of all applicable jurisdictions so that the entire agreement not to compete and the Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal.

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12. CLAWBACK

Any compensation paid to the Executive shall be subject to recovery by the Company, and the Executive shall be required to repay such compensation, if (i) such recovery and repayment is required by applicable law or (ii) either in the year such compensation is paid, or within the three (3) year period thereafter the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirement under applicable securities laws and the Executive is either (A) a named executive officer or (B) an employee who is responsible for preparation of the Company's financial statements. The parties agree that the repayment obligations set forth in this Section 12 shall only apply to the extent repayment is required by applicable law, or to the extent the Executive's compensation is determined to be in excess of the amount that would have been deliverable to the Executive taking into account any restatement or correction of any inaccurate financial statements or materially inaccurate performance metric criteria.

13. MANDATORY MEDIATION AND ARBITRATION

In the event there is an unresolved legal dispute between the Executive and the Company that involves legal rights or remedies arising from the Agreement or the employment relationship between the Executive and the Company ("Dispute"), except as otherwise provided herein, before commencing an arbitration action or other legal proceeding, the parties shall promptly submit the Dispute to mediation, using a mediator jointly selected by the parties, or if the parties are unable to agree upon a mediator then the Dispute shall be submitted to non-binding mediation with the American Arbitration Association in Waukesha County, Wisconsin in accordance with its rules. The cost of the mediation shall be borne equally between the parties. If the parties are unable to achieve a mutually agreeable resolution of the Dispute through mediation, the parties agree to submit their Dispute to binding arbitration under the authority of the Federal Arbitration Act and/or the Wisconsin Uniform Arbitration Act; provided, however, that the Company may pursue a temporary restraining order, preliminary injunction and/or other interim or conservatory relief in accordance with Section 11 above, with related expedited discovery for the parties, in a court of law, and, thereafter, require arbitration of all issues of final relief. Insured workers compensation claims (other than wrongful discharge claims), and claims for unemployment insurance are, excluded from arbitration under this provision. The Arbitration will be conducted by the American Arbitration Association pursuant to the American Arbitration Association's National Rules for the Resolution of Employment Disputes. The arbitrator(s) shall be duly licensed to practice law in the State of Wisconsin. Each party will be allowed at least one deposition. The arbitrator(s) shall be required to state in a written opinion all facts and conclusions of law relied upon to support any decision rendered. No arbitrator will have authority to render a decision that contains an outcome determinative error of state or federal law, or to fashion a cause of action or remedy not otherwise provided for under applicable state or federal law. Any dispute over whether the arbitrator(s) has failed to comply with the foregoing will be resolved by summary judgment in a court of law. In all other respects, the arbitration process will be conducted in accordance with the American Arbitration Association's National Rules for the Resolution of Employment Disputes. The Company will pay the arbitration costs and arbitrator's fees beyond $500, subject to a final arbitration award on who should bear costs and fees. All proceedings shall be conducted in Waukesha County, Wisconsin, or another mutually agreeable site. The duty to arbitrate described above shall survive the termination of the Agreement. Except as otherwise provided above, the parties hereby waive trial in a court of law or by jury. All other rights, remedies, statutes of limitation and defenses applicable to claims asserted in a court of law will apply in the arbitration.

14. NOTICES

All notices or communications hereunder shall be in writing and sent certified or registered mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as such party may designate in writing from time to time):

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If to the Company:

Physicians Realty Trust

309 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 367-5600

Attention: Corporate Secretary

If to the Executive:

John T. Thomas

c/o Physicians Realty Trust

309 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 367-5600

Attention: Corporate Secretary

The actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given.

15. SEPARABILITY

If any provision of the Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

16. ASSIGNMENT

The Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the assigns and successors of the Company, but neither the Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive.

17. ENTIRE AGREEMENT

The Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings, including the Prior Agreement (which is hereby automatically terminated effective upon the execution of the Agreement), (whether oral or written) between the Company and the Executive with respect to the subject matter hereof. In the event of any conflict between the Agreement and the 2013 Equity Plan, any bonus plan or any award agreement, the Agreement shall control. No oral statements or prior written material not specifically incorporated in the Agreement shall be of any force and effect. The Agreement may be amended at any time by mutual written agreement of the parties hereto. The Executive acknowledges and represents that in executing the Agreement, he did not rely on, has not relied on, and specifically disavows any reliance on any communications, promises, statements, inducements, or representation(s), oral or written, by the Company, except as expressly contained in the Agreement. The parties represent that they relied on their own judgment in entering into the Agreement.

18. SECTION 409A COMPLIANCE

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To the extent any amounts under the Agreement are payable by reference to Executive's "termination," "termination of employment," or similar phrases, such term shall be deemed to refer to the Executive's "separation from service" (as defined in Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) with the Company and all entities treated as a single employer with the Company under Sections 414(b) and (c) of the Code but substituting a fifty percent (50%) ownership level for the eighty percent (80%) ownership level set forth therein). Notwithstanding any other provision in the Agreement, if the Executive is a "Specified Employee" (as defined in Treasury Regulation Section 1.409A-1(i) on December 31st of the prior calendar year), as of the date of the Executive's separation from service, then to the extent any amount payable under the Agreement (i) constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Code, (ii) is payable upon the Executive's separation from service and (iii) under the terms of the Agreement would be payable prior to the six-month anniversary of the Executive's separation from service, such payment shall be delayed and paid to the Executive, together with interest at an annual rate equal to the interest rate specified by Regions Bank for a six-month certificate of deposit, on the first day of the first calendar month beginning seven (7) months following the date of termination, or, if earlier, within ninety (90) days following the Executive's death to the Executive's surviving spouse (or such other beneficiary as the Executive may designate in writing). Any reimbursement or advancement payable to the Executive pursuant to the Agreement shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Executive within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to the Agreement shall not be subject to liquidation or exchange for any other benefit. Whenever a payment under the Agreement that constitutes a payment of nonqualified deferred compensation within the meaning of Code Section 409A specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Executive shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years.

19. GOVERNING LAW

The Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of Wisconsin, other than the conflict of laws provisions of such laws. Subject to Section 13 , venue of any litigation arising from the Agreement or any disputes relating to the Executive's employment shall be in the United States District Court for the Eastern District of Wisconsin, or a state district court of competent jurisdiction in Waukesha County, Wisconsin. The Executive consents to personal jurisdiction of the United States District Court for the Eastern District of Wisconsin, or a state district court of competent jurisdiction in Waukesha County, Wisconsin for any dispute relating to or arising out of the Agreement or the Executive's employment, and Executive agrees that Executive shall not challenge personal or subject matter jurisdiction in such courts.

20. SURVIVAL

The respective rights and obligations of the parties hereunder, including without limitation the Executive's post-termination obligations under Section 9 and Section 10 , shall survive any termination of the Executive's employment, or of the Employment Term, to the extent necessary to the agreed preservation of such rights and obligations.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Company has caused the Agreement to be duly executed, and the Executive has hereunto set his hand, as of the day and year first above written.



	PHYSICIANS REALTY TRUST

By:	/s/ Tommy G. Thompson
Title:	Chairman, Board of Trustees, Physicians Realty Trust

	EXECUTIVE

	/s/ John T. Thomas
	John T. Thomas

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Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), by and between PHYSICIANS REALTY TRUST, a Maryland trust (the "Company"), and JEFFREY N. THEILER (the "Executive") is entered into and effective on this 28th day of February, 2018 (the "Effective Date").

WHEREAS, the Company and the Executive entered into an Employment Agreement (the "Prior Agreement") effective July 1 2016, providing for the Executive's employment and setting forth the terms and conditions for such employment; and

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:

1. EMPLOYMENT

The Company hereby agrees to employ the Executive as its Executive Vice President - Chief Financial Officer (the "EVP-CFO") upon the terms and conditions herein contained, and the Executive hereby agrees to accept such employment and to serve in such position. As EVP-CFO, the Executive will have those duties which can reasonably be expected to be performed by a person in such position and shall undertake such other responsibilities as may be assigned to the Executive by the Company's Chief Executive Officer ("CEO") from time to time. For purposes of the Agreement, all references to the "Board" shall mean the Board of Trustees. In such capacity, the Executive shall report to the Company's Board and shall have such powers and responsibilities consistent with his position as may be assigned. Throughout the Employment Term, the Executive shall devote his best efforts and all of his business time and services to the business and affairs of the Company.

2. TERM OF AGREEMENT

3. SALARY AND BONUS

The Executive shall receive a base salary during the Employment Term at a rate of $473,000 per annum for 2018 (the “Base Salary”), payable in substantially equal semi-monthly installments. The Compensation Committee of the Board shall consult with the EVP-CFO and review the Executive's Base Salary at annual intervals, and may increase the Executive's annual Base Salary from time to time as the Committee deems to be appropriate.

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payable pursuant to this Section 3, such bonus shall be paid to the Executive no later than March 15th of the year after the year to which the bonus relates.

4. ADDITIONAL COMPENSATION AND BENEFITS

The Executive shall receive the following additional compensation and welfare and fringe benefits during the term of the Agreement:

(b) Vacation. The Executive shall be entitled to vacation and personal days in accordance with the policies the Company maintains from time to time.

5. PAYMENTS UPON TERMINATION

(b) Disability . The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to his duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of his duties and is likely to continue for an indefinite period. Subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the "Release"), the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive's Base Salary as in effect at the time his employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an

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earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). For purposes of the Agreement, "Disability" means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of his job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

(i) the Executive engaging in any act of fraud, dishonesty, theft, misappropriation or embezzlement of funds or misrepresentation with respect to the Company;

(ii) the Executive's conviction or plea of no contest with respect to any felony or other crime involving moral turpitude;

(1) the assignment to the Executive of a position other than the position of EVP-CFO (other than for Cause or by reason of his Disability) or the assignment of duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive's authority, duties or responsibilities;

(2) receipt by the Executive of a direction to report to anyone other than the CEO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report;

(4) a material diminution in the Executive's (i) Base Salary or (ii) total compensation opportunity;

(5) a failure by the Company (A) to continue any bonus, incentive or material compensatory plan, program or arrangement in which the Executive is entitled to participate (the

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"Bonus Plans"), provided that any such Bonus Plans may be modified at the Company's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing the Executive with substantially similar benefits are not substituted therefor ("Substitute Plans"), or (B) to continue the Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as the Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans;

(6) any material breach by the Company of any provision of the Agreement; or

(i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become fully vested and, in the case of options, exercisable in full;

(g) Non-Renewal of the Agreement by the Company. If the Executive’s employment terminates due to non-renewal of the Agreement by the Company or automatic termination of the Agreement on December

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31, 2022, subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18 , the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g) . The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive's Base Salary as in effect at the time his employment terminates for six (6) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following:

(ii) Provided that the Executive elects continuation of coverage under the Company's group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), the Executive shall be provided continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination for six (6) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

6. EFFECT OF CHANGE IN CONTROL

Page 5

designated by the Executive (the "Consulting Firm"). All fees and expenses of the Consulting Firm shall be borne solely by the Company.

(c) Severance Payment and Benefits. If, at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement, or (iv) such period of twelve (12) consecutive months includes December 31, 2022, then subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive's Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive's termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c) . In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

(d) Definition of Change in Control. For purposes of the Agreement, a "Change in Control" shall mean the occurrence of any one of the following events:

Page 6

trustees, or similar officials in the case of an entity other than a trust) of the Surviving Entity (the "Parent Entity"), is represented by Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), (2) no Person is or becomes the Beneficial Owner, directly or indirectly, of fifty percent (50%) or more of the total voting power (in respect of the election of trustees, or similar officials in the case of an entity other than a trust) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (3) at least a majority of the members of the board of trustees (or similar officials in the case of an entity other than a trust) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale, Incumbent Trustees (any Reorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above being deemed to be a "Non-Qualifying Transaction"); or

(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

For purposes of this Section 6(d), the following terms shall have the following meanings:

(ii) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

(iii) "Person" shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; except that such term shall not include (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of common stock of the Company or (5) the Executive or any group of persons including the Executive (or any entity controlled by the Executive or any group of persons including the Executive).

7. DEATH

8. WITHHOLDING

9. PROTECTION OF CONFIDENTIAL INFORMATION

Page 7

confidential and proprietary information of the Company, including, but not limited to, the following: financial models, financial information and data, business methods, electronic files, computer drives/disks, passwords, address and telephone lists, internal memoranda, correspondence, business strategies, business plans and/or projections, lease forms, construction contract forms, development and construction management service agreements, tenant lists, lease terms, rates, rent rolls, strategies, improvements, discoveries, plans for research or future business, infrastructure, marketing and sales plans and strategies, budgets, customer and client information, employee, customer and client nonpublic personal information, supplier lists, business records, audit processes, management methods and information, reports, recommendations and conclusions, information regarding the names, contact information, skills and compensation of employees and contractors of the Company, other information not generally known to the public, and other business information disclosed to the Executive by the Company, either directly or indirectly, in writing, orally, or by drawings or observation.

10. RESTRICTIVE COVENANTS

Page 8

other benefits provided by the Company to the Executive, to protect the Company's Confidential Information and business goodwill of the Company, the Executive agrees to the following restrictive covenants.

(iii) As EVP-CFO of the Company, the Executive has responsibility for the Company’s operations throughout the United States. Because the Company does business throughout the United States, the "Restricted Territory" means the United States and any other region or state in which the Executive performed services, was assigned responsibility for the Company, or about which the Executive received Confidential Information.

Page 9

geographic scope of the operations of the Company's business; (ii) the Executive's level of control over and contact with the business in the Restricted Territory; and (iii) the amount of compensation, trade secrets and Confidential Information that the Executive is receiving in connection with his employment by the Company. It is the desire and intent of the parties that the provisions of Section 10 be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect and therefore, to the extent permitted by applicable law, the Executive and the Company hereby waive any provision of applicable law that would render any provision of Section 10 invalid or unenforceable.

11. INJUNCTIVE RELIEF

12. CLAWBACK

13. MANDATORY MEDIATION AND ARBITRATION

Page 10

claims), and claims for unemployment insurance are, excluded from arbitration under this provision. The Arbitration will be conducted by the American Arbitration Association pursuant to the American Arbitration Association's National Rules for the Resolution of Employment Disputes. The arbitrator(s) shall be duly licensed to practice law in the State of Wisconsin. Each party will be allowed at least one deposition. The arbitrator(s) shall be required to state in a written opinion all facts and conclusions of law relied upon to support any decision rendered. No arbitrator will have authority to render a decision that contains an outcome determinative error of state or federal law, or to fashion a cause of action or remedy not otherwise provided for under applicable state or federal law. Any dispute over whether the arbitrator(s) has failed to comply with the foregoing will be resolved by summary judgment in a court of law. In all other respects, the arbitration process will be conducted in accordance with the American Arbitration Association's National Rules for the Resolution of Employment Disputes. The Company will pay the arbitration costs and arbitrator's fees beyond $500, subject to a final arbitration award on who should bear costs and fees. All proceedings shall be conducted in Waukesha County, Wisconsin, or another mutually agreeable site. The duty to arbitrate described above shall survive the termination of the Agreement. Except as otherwise provided above, the parties hereby waive trial in a court of law or by jury. All other rights, remedies, statutes of limitation and defenses applicable to claims asserted in a court of law will apply in the arbitration.

14. NOTICES

If to the Company:

Physicians Realty Trust

309 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 367-5600

Attention: Corporate Secretary

If to the Executive:

Jeffrey N. Theiler

c/o Physicians Realty Trust

309 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 367-5600

Attention: Corporate Secretary

The actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given.

15. SEPARABILITY

16. ASSIGNMENT

Page 11

17. ENTIRE AGREEMENT

18. SECTION 409A COMPLIANCE

The Agreement and the benefits or payments to be provided under the Agreement are intended to be exempt from with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent, provided, that if the Agreement is not exempt, the Agreement is drafted in a manner to comply with the requirements of Section 409A of the Code. The payments to the Executive pursuant to the Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury Regulation Section 1.409A-1(b)(9) (iii) or as short-term deferrals pursuant to Treasury Regulation Section 1.409A-1(b)(4). Each payment and benefit hereunder shall constitute a "separately identified" amount within the meaning of Treasury Regulation Section 1.409A-2(b)(2). In the event the terms of the Agreement would subject the Executive to taxes or penalties under Section 409A of the Code ("409A Penalties"), the Company and the Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under the Agreement are payable by reference to Executive's "termination," "termination of employment," or similar phrases, such term shall be deemed to refer to the Executive's "separation from service" (as defined in Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) with the Company and all entities treated as a single employer with the Company under Sections 414(b) and (c) of the Code but substituting a fifty percent (50%) ownership level for the eighty percent (80%) ownership level set forth therein). Notwithstanding any other provision in the Agreement, if the Executive is a "Specified Employee" (as defined in Treasury Regulation Section 1.409A-1(i) on December 31st of the prior calendar year), as of the date of the Executive's separation from service, then to the extent any amount payable under the Agreement (i) constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Code, (ii) is payable upon the Executive's separation from service and (iii) under the terms of the Agreement would be payable prior to the six-month anniversary of the Executive's separation from service, such payment shall be delayed and paid to the Executive, together with interest at an annual rate equal to the interest rate specified by Regions Bank for a six-month certificate of deposit, on the first day of the first calendar month beginning seven (7) months following the date of termination, or, if earlier, within ninety (90) days following the Executive's death to the Executive's surviving spouse (or such other beneficiary as the Executive may designate in writing). Any reimbursement or advancement payable to the Executive pursuant to the Agreement shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Executive within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to the Agreement shall not be subject to liquidation or exchange for any other benefit. Whenever a payment under the Agreement that constitutes a payment of nonqualified deferred compensation within the meaning of Code Section 409A specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Executive shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years.

19. GOVERNING LAW

Page 12

20. SURVIVAL

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Page 13

IN WITNESS WHEREOF, the Company has caused the Agreement to be duly executed, and the Executive has hereunto set his hand, as of the day and year first above written.



	PHYSICIANS REALTY TRUST

By:	/s/ John T. Thomas
Title:	President & Chief Executive Officer Physicians Realty Trust

	EXECUTIVE

	/s/ Jeffrey N. Theiler
	Jeffrey N. Theiler

Page 14

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), by and between PHYSICIANS REALTY TRUST, a Maryland trust (the "Company"), and DEL MAR DEENI TAYLOR (the "Executive") is entered into and effective on this 28 ^th day of February, 2018 (the "Effective Date").

WHEREAS, the Company and the Executive entered into an Employment Agreement (the "Prior Agreement") effective July 1, 2016, providing for the Executive's employment and setting forth the terms and conditions for such employment; and

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:

1. EMPLOYMENT

The Company hereby agrees to employ the Executive as its Executive Vice President - Chief Investment Officer (the "EVP-CIO") upon the terms and conditions herein contained, and the Executive hereby agrees to accept such employment and to serve in such position. As EVP-CIO, the Executive will have those duties which can reasonably be expected to be performed by a person in such position and shall undertake such other responsibilities as may be assigned to the Executive by the Company's Chief Executive Officer ("CEO") from time to time. For purposes of the Agreement, all references to the "Board" shall mean the Board of Trustees. In such capacity, the Executive shall report to the Company's Board and shall have such powers and responsibilities consistent with his position as may be assigned. Throughout the Employment Term, the Executive shall devote his best efforts and all of his business time and services to the business and affairs of the Company.

2. TERM OF AGREEMENT

3. SALARY AND BONUS

The Executive shall receive a base salary during the Employment Term at a rate of $473,000 per annum for 2018 (the “Base Salary”), payable in substantially equal semi-monthly installments. The Compensation Committee of the Board shall consult with the EVP-CIO and review the Executive's Base Salary at annual intervals, and may increase the Executive's annual Base Salary from time to time as the Committee deems to be appropriate.

Page 1

payable pursuant to this Section 3, such bonus shall be paid to the Executive no later than March 15th of the year after the year to which the bonus relates.

4. ADDITIONAL COMPENSATION AND BENEFITS

The Executive shall receive the following additional compensation and welfare and fringe benefits during the term of the Agreement:

(b) Vacation. The Executive shall be entitled to vacation and personal days in accordance with the policies the Company maintains from time to time.

5. PAYMENTS UPON TERMINATION

Page 2

(i) the Executive engaging in any act of fraud, dishonesty, theft, misappropriation or embezzlement of funds or misrepresentation with respect to the Company;

(ii) the Executive's conviction or plea of no contest with respect to any felony or other crime involving moral turpitude;

(1) the assignment to the Executive of a position other than the position of EVP-CIO (other than for Cause or by reason of his Disability) or the assignment of duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive's authority, duties or responsibilities;

(4) a material diminution in the Executive's (i) Base Salary or (ii) total compensation opportunity;

(5) a failure by the Company (A) to continue any bonus, incentive or material compensatory plan, program or arrangement in which the Executive is entitled to participate (the

Page 3

(6) any material breach by the Company of any provision of the Agreement; or

(i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become fully vested and, in the case of options, exercisable in full;

Page 4

(ii) Provided that the Executive elects continuation of coverage under the Company's group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), the Executive shall be provided continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination for six (6) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

6. EFFECT OF CHANGE IN CONTROL

Page 5

interest or penalties with respect to such excise tax would be due, including the assumptions to be utilized in arriving at any such determinations, shall be made by a nationally recognized accounting firm, consulting firm or law firm designated by the Executive (the "Consulting Firm"). All fees and expenses of the Consulting Firm shall be borne solely by the Company.

(c) Severance Payment and Benefits. If, at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement, or (iv) such period of twelve (12) consecutive months includes December 31, 2022, then subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive's Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive's termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c) . In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

(d) Definition of Change in Control. For purposes of the Agreement, a "Change in Control" shall mean the occurrence of any one of the following events:

Page 6

case, the "Surviving Entity"), or (y) if applicable, the ultimate parent entity that directly or indirectly has Beneficial Ownership of more than fifty percent (50%) of the total voting power (in respect of the election of trustees, or similar officials in the case of an entity other than a trust) of the Surviving Entity (the "Parent Entity"), is represented by Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), (2) no Person is or becomes the Beneficial Owner, directly or indirectly, of fifty percent (50%) or more of the total voting power (in respect of the election of trustees, or similar officials in the case of an entity other than a trust) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (3) at least a majority of the members of the board of trustees (or similar officials in the case of an entity other than a trust) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale, Incumbent Trustees (any Reorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above being deemed to be a "Non-Qualifying Transaction"); or

(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

For purposes of this Section 6(d), the following terms shall have the following meanings:

(ii) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

7. DEATH

8. WITHHOLDING

9. PROTECTION OF CONFIDENTIAL INFORMATION

Page 7

or at its substantial expense, and which are of great competitive value to the Company, and access to the Company's customers and clients. For purposes of the Agreement, "Confidential Information" includes all trade secrets and confidential and proprietary information of the Company, including, but not limited to, the following: financial models, financial information and data, business methods, electronic files, computer drives/disks, passwords, address and telephone lists, internal memoranda, correspondence, business strategies, business plans and/or projections, lease forms, construction contract forms, development and construction management service agreements, tenant lists, lease terms, rates, rent rolls, strategies, improvements, discoveries, plans for research or future business, infrastructure, marketing and sales plans and strategies, budgets, customer and client information, employee, customer and client nonpublic personal information, supplier lists, business records, audit processes, management methods and information, reports, recommendations and conclusions, information regarding the names, contact information, skills and compensation of employees and contractors of the Company, other information not generally known to the public, and other business information disclosed to the Executive by the Company, either directly or indirectly, in writing, orally, or by drawings or observation.

10. RESTRICTIVE COVENANTS

Page 8

and/or the business opportunities disclosed or entrusted to the Executive, (iii) access to the Company's customers and clients, and (iv) the Company's employment of the Executive pursuant to the Agreement and the compensation and other benefits provided by the Company to the Executive, to protect the Company's Confidential Information and business goodwill of the Company, the Executive agrees to the following restrictive covenants.

(iii) As EVP-CIO of the Company, the Executive has responsibility for the Company’s operations throughout the United States. Because the Company does business throughout the United States, the "Restricted Territory" means the United States and any other region or state in which the Executive performed services, was assigned responsibility for the Company, or about which the Executive received Confidential Information.

Page 9

11. INJUNCTIVE RELIEF

12. CLAWBACK

13. MANDATORY MEDIATION AND ARBITRATION

Page 10

may pursue a temporary restraining order, preliminary injunction and/or other interim or conservatory relief in accordance with Section 11 above, with related expedited discovery for the parties, in a court of law, and, thereafter, require arbitration of all issues of final relief. Insured workers compensation claims (other than wrongful discharge claims), and claims for unemployment insurance are, excluded from arbitration under this provision. The Arbitration will be conducted by the American Arbitration Association pursuant to the American Arbitration Association's National Rules for the Resolution of Employment Disputes. The arbitrator(s) shall be duly licensed to practice law in the State of Wisconsin. Each party will be allowed at least one deposition. The arbitrator(s) shall be required to state in a written opinion all facts and conclusions of law relied upon to support any decision rendered. No arbitrator will have authority to render a decision that contains an outcome determinative error of state or federal law, or to fashion a cause of action or remedy not otherwise provided for under applicable state or federal law. Any dispute over whether the arbitrator(s) has failed to comply with the foregoing will be resolved by summary judgment in a court of law. In all other respects, the arbitration process will be conducted in accordance with the American Arbitration Association's National Rules for the Resolution of Employment Disputes. The Company will pay the arbitration costs and arbitrator's fees beyond $500, subject to a final arbitration award on who should bear costs and fees. All proceedings shall be conducted in Waukesha County, Wisconsin, or another mutually agreeable site. The duty to arbitrate described above shall survive the termination of the Agreement. Except as otherwise provided above, the parties hereby waive trial in a court of law or by jury. All other rights, remedies, statutes of limitation and defenses applicable to claims asserted in a court of law will apply in the arbitration.

14. NOTICES

If to the Company:

Physicians Realty Trust

309 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 367-5600

Attention: Corporate Secretary

If to the Executive:

Del Mar Deeni Taylor

c/o Physicians Realty Trust

309 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 367-5600

Attention: Corporate Secretary

The actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given.

15. SEPARABILITY

16. ASSIGNMENT

Page 11

17. ENTIRE AGREEMENT

18. SECTION 409A COMPLIANCE

19. GOVERNING LAW

Page 12

20. SURVIVAL

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Page 13

IN WITNESS WHEREOF, the Company has caused the Agreement to be duly executed, and the Executive has hereunto set his hand, as of the day and year first above written.



	PHYSICIANS REALTY TRUST

By:	/s/ John T. Thomas
Title:	President & Chief Executive Officer Physicians Realty Trust

	EXECUTIVE

	/s/ Del Mar Deeni Taylor
	Del Mar Deeni Taylor

Page 14

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), by and between PHYSICIANS REALTY TRUST, a Maryland trust (the "Company"), and BRADLEY D. PAGE (the "Executive") is entered into and effective on this 28 ^th day of February, 2018 (the "Effective Date").

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:

1. EMPLOYMENT

The Company hereby agrees to employ the Executive as its Senior Vice President - General Counsel (the "SVP-General Counsel") upon the terms and conditions herein contained, and the Executive hereby agrees to accept such employment and to serve in such position. As SVP-General Counsel, the Executive will have those duties which can reasonably be expected to be performed by a person in such position and shall undertake such other responsibilities as may be assigned to the Executive by the Company's Chief Executive Officer ("CEO") from time to time. For purposes of the Agreement, all references to the "Board" shall mean the Board of Trustees. In such capacity, the Executive shall report to the Company's Board and shall have such powers and responsibilities consistent with his position as may be assigned. Throughout the Employment Term, the Executive shall devote his best efforts and all of his business time and services to the business and affairs of the Company.

2. TERM OF AGREEMENT

3. SALARY AND BONUS

The Executive shall receive a base salary during the Employment Term at a rate of $331,000 per annum for 2018 (the “Base Salary”), payable in substantially equal semi-monthly installments. The Compensation Committee of the Board shall consult with the SVP-General Counsel and review the Executive's Base Salary at annual intervals, and may increase the Executive's annual Base Salary from time to time as the Committee deems to be appropriate.

Page 1

payable pursuant to this Section 3, such bonus shall be paid to the Executive no later than March 15th of the year after the year to which the bonus relates.

4. ADDITIONAL COMPENSATION AND BENEFITS

The Executive shall receive the following additional compensation and welfare and fringe benefits during the term of the Agreement:

(b) Vacation. The Executive shall be entitled to vacation and personal days in accordance with the policies the Company maintains from time to time.

5. PAYMENTS UPON TERMINATION

Page 2

the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). For purposes of the Agreement, "Disability" means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of his job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

(i) the Executive engaging in any act of fraud, dishonesty, theft, misappropriation or embezzlement of funds or misrepresentation with respect to the Company;

(ii) the Executive's conviction or plea of no contest with respect to any felony or other crime involving moral turpitude;

(1) the assignment to the Executive of a position other than the position of SVP-General Counsel (other than for Cause or by reason of his Disability) or the assignment of duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive's authority, duties or responsibilities;

(4) a material diminution in the Executive's (i) Base Salary or (ii) total compensation opportunity;

Page 3

in the form in effect prior to such modification and (y) if plans providing the Executive with substantially similar benefits are not substituted therefor ("Substitute Plans"), or (B) to continue the Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as the Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans;

(6) any material breach by the Company of any provision of the Agreement; or

(i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become fully vested and, in the case of options, exercisable in full;

Page 4

shall be entitled to receive the amounts and benefits described in this Section 5(g) . The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive's Base Salary as in effect at the time his employment terminates for six (6) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following:

(ii) Provided that the Executive elects continuation of coverage under the Company's group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), the Executive shall be provided continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination for six (6) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

6. EFFECT OF CHANGE IN CONTROL

Page 5

(c) Severance Payment and Benefits. If, at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement, or (iv) such period of twelve (12) consecutive months includes December 31, 2022, then subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive's Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive's termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c) . In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

(d) Definition of Change in Control. For purposes of the Agreement, a "Change in Control" shall mean the occurrence of any one of the following events:

Page 6

Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), (2) no Person is or becomes the Beneficial Owner, directly or indirectly, of fifty percent (50%) or more of the total voting power (in respect of the election of trustees, or similar officials in the case of an entity other than a trust) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (3) at least a majority of the members of the board of trustees (or similar officials in the case of an entity other than a trust) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale, Incumbent Trustees (any Reorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above being deemed to be a "Non-Qualifying Transaction"); or

(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

For purposes of this Section 6(d), the following terms shall have the following meanings:

(ii) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

7. DEATH

8. WITHHOLDING

9. PROTECTION OF CONFIDENTIAL INFORMATION

Page 7

telephone lists, internal memoranda, correspondence, business strategies, business plans and/or projections, lease forms, construction contract forms, development and construction management service agreements, tenant lists, lease terms, rates, rent rolls, strategies, improvements, discoveries, plans for research or future business, infrastructure, marketing and sales plans and strategies, budgets, customer and client information, employee, customer and client nonpublic personal information, supplier lists, business records, audit processes, management methods and information, reports, recommendations and conclusions, information regarding the names, contact information, skills and compensation of employees and contractors of the Company, other information not generally known to the public, and other business information disclosed to the Executive by the Company, either directly or indirectly, in writing, orally, or by drawings or observation.

10. RESTRICTIVE COVENANTS

Page 8

(iii) As SVP-General Counsel of the Company, the Executive has responsibility for the Company’s operations throughout the United States. Because the Company does business throughout the United States, the "Restricted Territory" means the United States and any other region or state in which the Executive performed services, was assigned responsibility for the Company, or about which the Executive received Confidential Information.

Page 9

Information that the Executive is receiving in connection with his employment by the Company. It is the desire and intent of the parties that the provisions of Section 10 be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect and therefore, to the extent permitted by applicable law, the Executive and the Company hereby waive any provision of applicable law that would render any provision of Section 10 invalid or unenforceable.

11. INJUNCTIVE RELIEF

12. CLAWBACK

13. MANDATORY MEDIATION AND ARBITRATION

Page 10

Rules for the Resolution of Employment Disputes. The arbitrator(s) shall be duly licensed to practice law in the State of Wisconsin. Each party will be allowed at least one deposition. The arbitrator(s) shall be required to state in a written opinion all facts and conclusions of law relied upon to support any decision rendered. No arbitrator will have authority to render a decision that contains an outcome determinative error of state or federal law, or to fashion a cause of action or remedy not otherwise provided for under applicable state or federal law. Any dispute over whether the arbitrator(s) has failed to comply with the foregoing will be resolved by summary judgment in a court of law. In all other respects, the arbitration process will be conducted in accordance with the American Arbitration Association's National Rules for the Resolution of Employment Disputes. The Company will pay the arbitration costs and arbitrator's fees beyond $500, subject to a final arbitration award on who should bear costs and fees. All proceedings shall be conducted in Waukesha County, Wisconsin, or another mutually agreeable site. The duty to arbitrate described above shall survive the termination of the Agreement. Except as otherwise provided above, the parties hereby waive trial in a court of law or by jury. All other rights, remedies, statutes of limitation and defenses applicable to claims asserted in a court of law will apply in the arbitration.

14. NOTICES

If to the Company:

Physicians Realty Trust

309 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 367-5600

Attention: Corporate Secretary

If to the Executive:

Bradley D. Page

c/o Physicians Realty Trust

309 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 367-5600

Attention: Corporate Secretary

The actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given.

15. SEPARABILITY

16. ASSIGNMENT

17. ENTIRE AGREEMENT

Page 11

to the subject matter hereof. In the event of any conflict between the Agreement and the 2013 Equity Plan, any bonus plan or any award agreement, the Agreement shall control. No oral statements or prior written material not specifically incorporated in the Agreement shall be of any force and effect. The Agreement may be amended at any time by mutual written agreement of the parties hereto. The Executive acknowledges and represents that in executing the Agreement, he did not rely on, has not relied on, and specifically disavows any reliance on any communications, promises, statements, inducements, or representation(s), oral or written, by the Company, except as expressly contained in the Agreement. The parties represent that they relied on their own judgment in entering into the Agreement.

18. SECTION 409A COMPLIANCE

19. GOVERNING LAW

Page 12

or a state district court of competent jurisdiction in Waukesha County, Wisconsin for any dispute relating to or arising out of the Agreement or the Executive's employment, and Executive agrees that Executive shall not challenge personal or subject matter jurisdiction in such courts.

20. SURVIVAL

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Page 13

IN WITNESS WHEREOF, the Company has caused the Agreement to be duly executed, and the Executive has hereunto set his hand, as of the day and year first above written.



	PHYSICIANS REALTY TRUST

By:	/s/ John T. Thomas
Title:	President & Chief Executive Officer Physicians Realty Trust

	EXECUTIVE

	/s/ Bradley D. Page
	Bradley D. Page

Page 14

Exhibit 10.5

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), by and between PHYSICIANS REALTY TRUST, a Maryland trust (the "Company"), and JOHN W. LUCEY (the "Executive") is entered into and effective on this 28 ^th day of February, 2018 (the "Effective Date").

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:

1. EMPLOYMENT

The Company hereby agrees to employ the Executive as its Senior Vice President - Chief Accounting and Administrative Officer (the "SVP-CAAO ") upon the terms and conditions herein contained, and the Executive hereby agrees to accept such employment and to serve in such position. As SVP-CAAO, the Executive will have those duties which can reasonably be expected to be performed by a person in such position and shall undertake such other responsibilities as may be assigned to the Executive by the Company's Chief Executive Officer ("CEO") from time to time. For purposes of the Agreement, all references to the "Board" shall mean the Board of Trustees. In such capacity, the Executive shall report to the Company's Board and shall have such powers and responsibilities consistent with his position as may be assigned. Throughout the Employment Term, the Executive shall devote his best efforts and all of his business time and services to the business and affairs of the Company.

2. TERM OF AGREEMENT

3. SALARY AND BONUS

The Executive shall receive a base salary during the Employment Term at a rate of $315,000 per annum for 2018 (the “Base Salary”), payable in substantially equal semi-monthly installments. The Compensation Committee of the Board shall consult with the SVP-CAAO and review the Executive's Base Salary at annual intervals, and may increase the Executive's annual Base Salary from time to time as the Committee deems to be appropriate.

Page 1

payable pursuant to this Section 3, such bonus shall be paid to the Executive no later than March 15th of the year after the year to which the bonus relates.

4. ADDITIONAL COMPENSATION AND BENEFITS

The Executive shall receive the following additional compensation and welfare and fringe benefits during the term of the Agreement:

(b) Vacation. The Executive shall be entitled to vacation and personal days in accordance with the policies the Company maintains from time to time.

5. PAYMENTS UPON TERMINATION

Page 2

(i) the Executive engaging in any act of fraud, dishonesty, theft, misappropriation or embezzlement of funds or misrepresentation with respect to the Company;

(ii) the Executive's conviction or plea of no contest with respect to any felony or other crime involving moral turpitude;

(1) the assignment to the Executive of a position other than the position of SVP-CAAO (other than for Cause or by reason of his Disability) or the assignment of duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive's authority, duties or responsibilities;

(4) a material diminution in the Executive's (i) Base Salary or (ii) total compensation opportunity;

Page 3

(6) any material breach by the Company of any provision of the Agreement; or

(i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become fully vested and, in the case of options, exercisable in full;

Page 4

(ii) Provided that the Executive elects continuation of coverage under the Company's group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), the Executive shall be provided continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination for six (6) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

6. EFFECT OF CHANGE IN CONTROL

Page 5

(c) Severance Payment and Benefits. If, at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement, or (iv) such period of twelve (12) consecutive months includes December 31, 2022, then subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive's Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive's termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c) . In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

(d) Definition of Change in Control. For purposes of the Agreement, a "Change in Control" shall mean the occurrence of any one of the following events:

Page 6

(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

For purposes of this Section 6(d), the following terms shall have the following meanings:

(ii) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

7. DEATH

8. WITHHOLDING

9. PROTECTION OF CONFIDENTIAL INFORMATION

Page 7

10. RESTRICTIVE COVENANTS

Page 8

(iii) As SVP-CAAO of the Company, the Executive has responsibility for the Company’s operations throughout the United States. Because the Company does business throughout the United States, the "Restricted Territory" means the United States and any other region or state in which the Executive performed services, was assigned responsibility for the Company, or about which the Executive received Confidential Information.

Page 9

11. INJUNCTIVE RELIEF

12. CLAWBACK

13. MANDATORY MEDIATION AND ARBITRATION

Page 10

14. NOTICES

If to the Company:

Physicians Realty Trust

309 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 367-5600

Attention: Corporate Secretary

If to the Executive:

John W. Lucey

c/o Physicians Realty Trust

309 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 367-5600

Attention: Corporate Secretary

The actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given.

15. SEPARABILITY

16. ASSIGNMENT

17. ENTIRE AGREEMENT

Page 11

18. SECTION 409A COMPLIANCE

19. GOVERNING LAW

Page 12

20. SURVIVAL

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Page 13

IN WITNESS WHEREOF, the Company has caused the Agreement to be duly executed, and the Executive has hereunto set his hand, as of the day and year first above written.



	PHYSICIANS REALTY TRUST

By:	/s/ John T. Thomas
Title:	President & Chief Executive Officer Physicians Realty Trust

	EXECUTIVE

	/s/ John W. Lucey
	John W. Lucey

Page 14

Exhibit 10.6

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), by and between PHYSICIANS REALTY TRUST, a Maryland trust (the "Company"), and DANIEL M. KLEIN (the "Executive") is entered into and effective on this 28 ^th day of February, 2018 (the "Effective Date").

WHEREAS, the Company and the Executive entered into an Employment Agreement (the "Prior Agreement") effective January 1, 2017, providing for the Executive's employment and setting forth the terms and conditions for such employment; and

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:

1. EMPLOYMENT

The Company hereby agrees to employ the Executive as its Senior Vice President - Deputy Chief Investment Officer (the "SVP-Deputy CIO") upon the terms and conditions herein contained, and the Executive hereby agrees to accept such employment and to serve in such position. As SVP-Deputy CIO, the Executive will have those duties which can reasonably be expected to be performed by a person in such position and shall undertake such other responsibilities as may be assigned to the Executive by the Company's Chief Executive Officer ("CEO") from time to time. For purposes of the Agreement, all references to the "Board" shall mean the Board of Trustees. In such capacity, the Executive shall report to the Company's Board and shall have such powers and responsibilities consistent with his position as may be assigned. Throughout the Employment Term, the Executive shall devote his best efforts and all of his business time and services to the business and affairs of the Company.

2. TERM OF AGREEMENT

3. SALARY AND BONUS

The Executive shall receive a base salary during the Employment Term at a rate of $300,000 per annum for 2018 (the “Base Salary”), payable in substantially equal semi-monthly installments. The Compensation Committee of the Board shall consult with the SVP-Deputy CIO and review the Executive's Base Salary at annual intervals, and may increase the Executive's annual Base Salary from time to time as the Committee deems to be appropriate.

Page 1

payable pursuant to this Section 3, such bonus shall be paid to the Executive no later than March 15th of the year after the year to which the bonus relates.

4. ADDITIONAL COMPENSATION AND BENEFITS

The Executive shall receive the following additional compensation and welfare and fringe benefits during the term of the Agreement:

(b) Vacation. The Executive shall be entitled to vacation and personal days in accordance with the policies the Company maintains from time to time.

5. PAYMENTS UPON TERMINATION

Page 2

(i) the Executive engaging in any act of fraud, dishonesty, theft, misappropriation or embezzlement of funds or misrepresentation with respect to the Company;

(ii) the Executive's conviction or plea of no contest with respect to any felony or other crime involving moral turpitude;

(1) the assignment to the Executive of a position other than the position of SVP-Deputy CIO (other than for Cause or by reason of his Disability) or the assignment of duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive's authority, duties or responsibilities;

(4) a material diminution in the Executive's (i) Base Salary or (ii) total compensation opportunity;

Page 3

(6) any material breach by the Company of any provision of the Agreement; or

(i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become fully vested and, in the case of options, exercisable in full;

Page 4

(ii) Provided that the Executive elects continuation of coverage under the Company's group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), the Executive shall be provided continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination for six (6) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

6. EFFECT OF CHANGE IN CONTROL

Page 5

(c) Severance Payment and Benefits. If, at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement, or (iv) such period of twelve (12) consecutive months includes December 31, 2022, then subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive's Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive's termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c) . In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

(d) Definition of Change in Control. For purposes of the Agreement, a "Change in Control" shall mean the occurrence of any one of the following events:

Page 6

(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

For purposes of this Section 6(d), the following terms shall have the following meanings:

(ii) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

7. DEATH

8. WITHHOLDING

9. PROTECTION OF CONFIDENTIAL INFORMATION

Page 7

10. RESTRICTIVE COVENANTS

Page 8

(iii) As SVP-Deputy CIO of the Company, the Executive has responsibility for the Company’s operations throughout the United States. Because the Company does business throughout the United States, the "Restricted Territory" means the United States and any other region or state in which the Executive performed services, was assigned responsibility for the Company, or about which the Executive received Confidential Information.

Page 9

11. INJUNCTIVE RELIEF

12. CLAWBACK

13. MANDATORY MEDIATION AND ARBITRATION

Page 10

14. NOTICES

If to the Company:

Physicians Realty Trust

309 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 367-5600

Attention: Corporate Secretary

If to the Executive:

Daniel M. Klein

c/o Physicians Realty Trust

309 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 367-5600

Attention: Corporate Secretary

The actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given.

15. SEPARABILITY

16. ASSIGNMENT

17. ENTIRE AGREEMENT

Page 11

18. SECTION 409A COMPLIANCE

19. GOVERNING LAW

Page 12

20. SURVIVAL

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Page 13

IN WITNESS WHEREOF, the Company has caused the Agreement to be duly executed, and the Executive has hereunto set his hand, as of the day and year first above written.



	PHYSICIANS REALTY TRUST

By:	/s/ John T. Thomas
Title:	President & Chief Executive Officer Physicians Realty Trust

	EXECUTIVE

	/s/ Daniel M. Klein
	Daniel M. Klein

Page 14

Exhibit 10.7

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), by and between PHYSICIANS REALTY TRUST, a Maryland trust (the "Company"), and MARK D. THEINE (the "Executive") is entered into and effective on this 28 ^th day of February, 2018 (the "Effective Date").

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:

1. EMPLOYMENT

The Company hereby agrees to employ the Executive as its Senior Vice President - Asset & Investment Management (the "SVP-Asset Management") upon the terms and conditions herein contained, and the Executive hereby agrees to accept such employment and to serve in such position. As SVP-Asset Management, the Executive will have those duties which can reasonably be expected to be performed by a person in such position and shall undertake such other responsibilities as may be assigned to the Executive by the Company's Chief Executive Officer ("CEO") from time to time. For purposes of the Agreement, all references to the "Board" shall mean the Board of Trustees. In such capacity, the Executive shall report to the Company's Board and shall have such powers and responsibilities consistent with his position as may be assigned. Throughout the Employment Term, the Executive shall devote his best efforts and all of his business time and services to the business and affairs of the Company.

2. TERM OF AGREEMENT

3. SALARY AND BONUS

The Executive shall receive a base salary during the Employment Term at a rate of $315,000 per annum for 2018 (the “Base Salary”), payable in substantially equal semi-monthly installments. The Compensation Committee of the Board shall consult with the SVP-Asset Management and review the Executive's Base Salary at annual intervals, and may increase the Executive's annual Base Salary from time to time as the Committee deems to be appropriate.

Page 1

payable pursuant to this Section 3, such bonus shall be paid to the Executive no later than March 15th of the year after the year to which the bonus relates.

4. ADDITIONAL COMPENSATION AND BENEFITS

The Executive shall receive the following additional compensation and welfare and fringe benefits during the term of the Agreement:

(b) Vacation. The Executive shall be entitled to vacation and personal days in accordance with the policies the Company maintains from time to time.

5. PAYMENTS UPON TERMINATION

Page 2

(i) the Executive engaging in any act of fraud, dishonesty, theft, misappropriation or embezzlement of funds or misrepresentation with respect to the Company;

(ii) the Executive's conviction or plea of no contest with respect to any felony or other crime involving moral turpitude;

(1) the assignment to the Executive of a position other than the position of SVP-Asset Management (other than for Cause or by reason of his Disability) or the assignment of duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive's authority, duties or responsibilities;

(4) a material diminution in the Executive's (i) Base Salary or (ii) total compensation opportunity;

(5) a failure by the Company (A) to continue any bonus, incentive or material compensatory plan, program or arrangement in which the Executive is entitled to participate (the

Page 3

(6) any material breach by the Company of any provision of the Agreement; or

(i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become fully vested and, in the case of options, exercisable in full;

Page 4

(ii) Provided that the Executive elects continuation of coverage under the Company's group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), the Executive shall be provided continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination for six (6) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

6. EFFECT OF CHANGE IN CONTROL

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(c) Severance Payment and Benefits. If, at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement, or (iv) such period of twelve (12) consecutive months includes December 31, 2022, then subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(e), 5(f) or 5(g) above, whichever is applicable, the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive's Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive's termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c) . In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

(d) Definition of Change in Control. For purposes of the Agreement, a "Change in Control" shall mean the occurrence of any one of the following events:

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(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

For purposes of this Section 6(d), the following terms shall have the following meanings:

(ii) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

7. DEATH

8. WITHHOLDING

9. PROTECTION OF CONFIDENTIAL INFORMATION

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10. RESTRICTIVE COVENANTS

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(iii) As SVP-Asset Management of the Company, the Executive has responsibility for the Company’s operations throughout the United States. Because the Company does business throughout the United States, the "Restricted Territory" means the United States and any other region or state in which the Executive performed services, was assigned responsibility for the Company, or about which the Executive received Confidential Information.

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11. INJUNCTIVE RELIEF

12. CLAWBACK

13. MANDATORY MEDIATION AND ARBITRATION

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14. NOTICES

If to the Company:

Physicians Realty Trust

309 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 367-5600

Attention: Corporate Secretary

If to the Executive:

Mark D. Theine

c/o Physicians Realty Trust

309 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 367-5600

Attention: Corporate Secretary

The actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given.

15. SEPARABILITY

16. ASSIGNMENT

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17. ENTIRE AGREEMENT

18. SECTION 409A COMPLIANCE

19. GOVERNING LAW

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20. SURVIVAL

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Company has caused the Agreement to be duly executed, and the Executive has hereunto set his hand, as of the day and year first above written.



	PHYSICIANS REALTY TRUST

By:	/s/ John T. Thomas
Title:	President & Chief Executive Officer Physicians Realty Trust

	EXECUTIVE

	/s/ Mark D. Theine
	Mark D. Theine

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Exhibit 10.8 PERFORMANCE-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT PHYSICIANS REALTY TRUST 2013 EQUITY INCENTIVE PLAN 1. Grant of Award. Pursuant to the Physicians Realty Trust 2013 Equity Incentive Plan (the “Plan”) for Employees, Consultants, and Outside Trustees of Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), the Company grants to _________________________________ (the “Participant”) an Award of Restricted Share Units in accordance with Section 6.5 of the Plan. The number of Restricted Share Units awarded under this Restricted Share Unit Award Agreement (the “Agreement”) is _____________________ (__________) units (the “Awarded Units”). Each Restricted Share Unit represents the right to receive one Common Share if the Restricted Share Unit becomes vested and nonforfeitable in accordance with Sections 3 and 4 of this Agreement. The “Date of Grant” of this Award is _____________, 20__. The Participant shall have no rights as a shareholder of the Company, no dividend rights and no voting rights with respect to the Restricted Share Units or the Common Shares underlying the Restricted Share Units unless and until the Restricted Share Units become vested and nonforfeitable and such Common Shares are delivered to the Participant in accordance with Section 6 of this Agreement. The Participant is not required to pay any cash consideration for the grant of the Restricted Share Units. 2. Subject to Plan. This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control; provided that, in the event of any conflict among this Agreement, the Plan and an Employment Agreement in effect between the Company and the Participant (the “Employment Agreement”), the terms of the Employment Agreement shall control to the extent that it results in accelerated vesting of the Restricted Share Units, and it shall not result in a delay of any vesting or in any non-vesting of any Restricted Share Units that otherwise would occur under the terms of the standard vesting provisions contained in Sections 3 and 4(b) and (c) of this Agreement. The capitalized terms used herein that are defined in the Plan shall have the same meanings assigned to them in the Plan. This Agreement is subject to any rules promulgated pursuant to the Plan by the Board or the Committee and communicated to the Participant in writing. 3. Vesting. The Participant’s rights and interest in the Awarded Units shall vest as set forth in Exhibit A. 4. Forfeiture of Awarded Units. a. In General. Except as otherwise provided in this Section 4, or the Employment Agreement (if applicable), Awarded Units (and related dividend equivalents) that are not vested in accordance with Section 3 shall be forfeited on the date of the Participant’s Termination of Service. Upon forfeiture, all of the Participant’s rights and interest with respect to the forfeited Awarded Units (and related dividend equivalents) shall cease and terminate, without any further obligations on the part of the Company.

b. Death or Total and Permanent Disability. In the event that the Participant’s Termination of Service is due to death or Total and Permanent Disability at a time that the Participant’s Awarded Units have not yet vested, a pro rata portion of the Participant’s Awarded Units shall vest and become nonforfeitable as follows: First, the Company shall determine the actual level of the performance goal achieved (such determination may be by means of a good faith estimate) as of the Company’s fiscal quarter-end coincident with or next preceding the Participant’s Termination of Service (or, if the Participant’s Termination of Service occurs in the first fiscal quarter of the Performance Period, then the Company’s fiscal quarter-end coincident with or next following the Participant’s Termination of Service) and calculating, on a preliminary basis, the resulting number of Awarded Units that would have become vested and nonforfeitable (based on such calculation) assuming the determination date was the end of the Performance Period and the Committee had certified such level of achievement. Second, a pro rata portion of that number of Awarded Units will be calculated by multiplying that number by a fraction, the numerator of which is the number of months from the Date of Grant through the date of Termination of Service (rounding any partial month to the next whole month) and the denominator of which is 36. No fractional Common Shares shall be issued, and subject to the preceding limitations on the number of related Common Shares available under this Agreement (that is, 300% of the related Common Shares), any fractional Common Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Common Share. Any Awarded Units (and related dividend equivalents) that were unvested at the date of Termination of Service and that exceed the pro rata portion of the Awarded Units that become vested and nonforfeitable under this Section 4(b) shall be forfeited. c. Retirement. In the event that the Participant’s Termination of Service is due to Retirement at a time that the Participant’s Awarded Units have not yet vested, the greater of: (i) 100% of the Participant’s Awarded Units or (ii) the portion of the Participant’s Awarded Units that would otherwise vest and become nonforfeitable based on the actual level of the performance goal achieved, shall vest and become nonforfeitable. The Company shall determine the actual level of the performance goal achieved (such determination may be by means of a good faith estimate) immediately prior to the Participant’s Termination of Service and shall calculate the resulting number of Awarded Units that would have become vested and nonforfeitable (based on such calculation) assuming the determination date was the date of the Participant’s Termination of Service and the Committee had certified such level of achievement. No fractional Common Shares shall be issued, and subject to the preceding limitations on the number of related Common Shares available under this Agreement (that is, 300% of the related Common Shares), any fractional Common Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Common Share. 5. Restrictions on Transfer of Awarded Units. Subject to the provisions of the Plan and the terms of this Agreement, the Participant shall not be permitted to sell, transfer, pledge, hypothecate, margin, assign or otherwise encumber any of the Awarded Units, related rights to dividend equivalents or any other rights relating thereto, and the Awarded Units, related rights to dividend equivalents and other rights relating thereto, shall not be subject to execution, attachment, lien, or similar process; provided, however, the Participant will be entitled to designate a beneficiary or beneficiaries to receive any settlement in respect of the Awarded Units upon the death of the Participant, in the manner and to the extent permitted by the Committee. Any purported transfer or other transaction not permitted under this Section 5 shall be deemed null and void.

6. Timing and Manner of Settlement of Awarded Units. a. Settlement Timing. The timing of settlement of Awarded Units is set forth in Exhibit B. b. Manner of Settlement. The Company may make delivery of Common Shares in settlement of Awarded Units by either delivering certificates representing such Common Shares to the Participant (if requested by the Participant in accordance with Section 6.3(a) of the Plan and the Company has elected, in its sole discretion, to issue certificates (as opposed to electronic book entry form with respect to its Common Shares)) or by registering the Common Shares in the Participant’s name. In no event will the Company issue fractional Common Shares. c. Effect of Settlement. Neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any Awarded Units that have been paid and settled. Although a settlement date or range of dates for settlement are specified above, the Company retains discretion to determine the settlement date, and no Participant or beneficiary of a Participant shall have any claim for damages or loss by virtue of the fact that the market price of Common Shares was higher on a given date upon which settlement could have been made as compared to the market price on or after the actual settlement date (any claim relating to settlement will be limited to a claim for delivery of Common Shares and related dividend equivalents). 7. Legend. The following legend shall be inserted on a certificate, if issued, evidencing Common Shares issued under the Plan if the Common Shares were not issued in a transaction registered under the applicable federal and state securities laws: “Common Shares represented by this certificate have been acquired by the holder for investment and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with such laws, and upon evidence satisfactory to the Company of compliance with such laws, as to which the Company may rely upon an opinion of counsel satisfactory to the Company.” 8. Dividend Equivalents. During the period beginning on the Date of Grant and ending on the date that Common Shares are issued in settlement of Awarded Units, the Participant will accrue dividend equivalents equal to the cash dividend or distribution that would have been paid had the Awarded Unit been an issued and outstanding Common Share on the record date for the dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable upon the same terms and at the same time of settlement as the Awarded Units to which they relate; (ii) will be payable with respect to the total number of Awarded Units that become vested and nonforfeitable; and (iii) will be denominated and payable solely in cash. Dividend equivalent payments, at settlement, will be net of applicable federal, state, local and social insurance withholding taxes (subject to Section 22 of this Agreement). 9. Adjustment to Number of Awarded Units. The number of Awarded Units shall be subject to adjustment in accordance with Articles 11 through 13 of the Plan. Any such adjustment shall be made taking into account any crediting of cash dividend equivalents to the Participant under Section 8 in connection with such transaction or event. Restricted Share Units credited to the Participant as a result

of an adjustment shall be subject to the same forfeiture and settlement terms as applied to the related Awarded Units prior to the adjustment. 10. Specific Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement. 11. Participant’s Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for his review by the Company, and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions thereof. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Agreement. The Participant acknowledges and agrees that (i) sales of Common Shares delivered in settlement of the Awarded Units will be subject to the Company’s policies regulating trading by Employees, Consultants and Outside Trustees, including any applicable “blackout” or other designated periods in which sales of Common Shares are not permitted, and (ii) Common Shares delivered in settlement will be subject to any recoupment or “clawback” policy applied with prospective or retroactive effect. 12. Law Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Maryland (excluding any conflict of laws rule or principle of Maryland law that might refer the governance, construction, or interpretation of this agreement to the laws of another state). 13. No Right to Continue Service or Employment. Nothing herein shall be construed to confer upon the Participant the right to continue in the employ or to provide services to the Company or any Subsidiary, whether as an Employee or as a Consultant or as an Outside Trustee, or interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee, Consultant, or Outside Trustee at any time. 14. Legal Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein. 15. Covenants and Agreements as Independent Agreements. Each covenant and agreement that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement. 16. Entire Agreement. This Agreement, together with the Plan and the Employment Agreement (if applicable), supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan or the Employment Agreement (if applicable) and

that any agreement, statement or promise that is not contained in this Agreement or the Plan or the Employment Agreement (if applicable) shall not be valid or binding or of any force or effect. 17. Parties Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment expressly set forth herein. 18. Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties. Notwithstanding the preceding sentence, the Company may amend the Plan or this Agreement to the extent permitted by the Plan. 19. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement. 20. Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 21. Notice. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company or by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith: a. Notice to the Company shall be addressed and delivered as follows: Physicians Realty Trust 309 N. Water Street, Suite 500 Milwaukee, Wisconsin 53202 Attn: Corporate Secretary Fax: (414) 249-4720 Notice to the Participant shall be addressed and delivered as set forth on the signature page. 22. Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement. The Company or, if applicable, any Subsidiary (for purposes of this Section 22, the term “Company” shall be deemed to include any applicable Subsidiary) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also require the Participant receiving Common Shares in settlement of Awarded Units pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing Common Shares, if such certificate is requested by the Participant in accordance with Section 6.3(a) of the Plan. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to

the Company of Common Shares, other than (A) Restricted Shares, or (B) Common Shares that the Participant has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. 23. REIT Status. This Agreement shall be interpreted and construed in a manner consistent with the Company’s status as a real estate investment trust. 24. Unfunded Plan. The Participant acknowledges and agrees that any rights of the Participant to the Participant’s Awarded Units and related dividend equivalents and any other related rights shall constitute bookkeeping entries on the books of the Company and shall not create in the Participant any right to or claim against any specific assets of the Company or any Subsidiary, nor result in the creation of any trust or escrow account for the Participant. With respect to the Participant’s entitlement to any payment hereunder, the Participant shall be a general creditor of the Company.

25. Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from, or to otherwise comply with, Section 409A of the Code and the Treasury regulations and guidance issued thereunder (collectively, “Code Section 409A”). Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 25 will apply in order that the Awarded Units, and related dividend equivalents and any other related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the Company and the Committee reserve the right, to the extent the Company or the Committee deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Awarded Units, and related dividend equivalents and any other related rights, are exempt from or otherwise comply, and in operation comply, with Code Section 409A (including, without limitation, the avoidance of penalties thereunder). Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Awarded Units, and related dividend equivalents and any other related rights, will be exempt from or avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code Section 409A from applying to the Awarded Units and related dividend equivalents and any other related rights, and will not indemnify or provide a gross up payment to a Participant (or his beneficiary) for any taxes, interest or penalties imposed under Code Section 409A. The settlement of Awarded Units that constitute nonqualified deferred compensation within the meaning of Code Section 409A (“409A Awarded Units”) may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate the vesting of 409A Awarded Units, without changing the settlement terms of such 409A Awarded Units. In the case of any settlement of 409A Awarded Units during a specified period following any date triggering a right to settlement, the Participant shall have no influence on any determination as to the tax year in which the settlement will be made. Notwithstanding any other provision in this Agreement, if the Participant is a “specified employee” for purposes of Code Section 409A as of the date of the Participant’s Termination of Service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon the Participant’s Termination of Service for a reason other than death, and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Participant’s Termination of Service, such payment shall be delayed and paid to the Participant on the day that is six months and one day following the Participant’s Termination of Service or, if earlier, within ninety (90) days following the Participant’s death.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his or her consent and approval of all the terms hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof. COMPANY: PHYSICIANS REALTY TRUST By: Name: Title: PARTICIPANT: [____________] Signature Name: Address: