Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On July 2, 2020, Kilroy Realty Corporation (the "Company") and Kilroy Realty,
L.P. (the "Operating Partnership") entered into a separation agreement with
Jeffrey C. Hawken, the Executive Vice President and Chief Operating Officer of
the Company and the Operating Partnership (the "Separation Agreement"), pursuant
to which Mr. Hawken will separate from employment by the Company and the
Operating Partnership as of July 13, 2020. Subject to Mr. Hawken providing a
release of claims, the Separation Agreement provides that Mr. Hawken will be
paid cash severance of $14,050,540, his outstanding and unvested Company
restricted stock units will vest (as to stock units subject to performance-based
vesting conditions granted in 2018 and 2019, subject to the performance
conditions of the applicable award with performance measured in accordance with
the applicable award terms for a short performance period ending in connection
with Mr. Hawken's separation), and Mr. Hawken will be paid or reimbursed for his
premiums to continue medical coverage (for Mr. Hawken and his eligible
dependents) pursuant to COBRA for up to 36 months. The Separation Agreement also
provides that Mr. Hawken's Company restricted stock units subject to
performance-based vesting conditions granted in 2020 will terminate and be
cancelled.
The foregoing description of terms of the Separation Agreement is qualified in
its entirety by reference to the text of the Separation Agreement, a copy of
which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2020.
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