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



On March 8, 2022, the Compensation Committee of the Board of Directors of the
Company (the "Committee") approved the grant under the Amended and Restated
Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010
Incentive Award Plan (the "Plan") to Victor J. Coleman, Mark T. Lammas and
Harout K. Diramerian (collectively, the "Executives") of performance units of
the Operating Partnership (such units, the "Performance Units"), as well as
distribution rights. The Performance Units were granted effective March 8, 2022;
the following is a brief description of the material terms and conditions of the
Performance Units.

General Description of Performance Units
Performance Units may be issued to eligible participants for the performance of
services to or for the benefit of the Operating Partnership. Performance Units
that have not vested generally receive quarterly per-unit distributions equal to
ten percent of the distributions made with respect to an equivalent number of
common units in the Operating Partnership ("Common Units"), which equal the
per-share distributions on the common stock of the Company ("Common Stock").

Initially, Performance Units do not have full parity with Common Units with
respect to liquidating distributions. If such parity is reached, vested
Performance Units may be converted into an equal number of Common Units at any
time thereafter, and, upon conversion, enjoy all the rights of Common Units.
Common Units are redeemable for cash based on the fair market value of an
equivalent number of shares of Common Stock, or, at the election of the Company,
an equal number of shares of Common Stock, each subject to adjustment in the
event of stock splits, specified extraordinary distributions or similar events.

A partner's initial capital account balance is equal to the amount the partner
paid (or contributed) to the Operating Partnership for its units and is subject
to subsequent adjustments, including with respect to the partner's share of
income, gain or loss of the Operating Partnership. Because a holder of
Performance Units generally will not pay for such units, the initial capital
account balance attributable to such units will be zero. However, the Operating
Partnership is required to allocate income, gain, loss and deduction to the
partners' capital accounts in accordance with the terms of the Fifth Amended and
Restated Agreement of Limited Partnership of the Operating Partnership (as may
be amended from time to time, the "Partnership Agreement"), subject to
applicable Treasury Regulations. The Partnership Agreement provides that holders
of Performance Units generally will receive special allocations of gain in the
event of an actual sale or "hypothetical sale" of assets of the Operating
Partnership ahead of the allocation of gain to the Company or other limited
partners with respect to their Common Units. The amount of such allocation will,
to the extent of any such gain, be equal to the difference between the capital
account balance of a holder of Performance Units attributable to such units and
the Company's capital account balance attributable to an equivalent number of
Common Units. If and when such gain allocation is fully made, a holder of
Performance Units will have achieved full parity with holders of Common Units.
To the extent that, upon an actual sale or a "hypothetical sale" of the
Operating Partnership's assets as described above, there is not sufficient gain
to allocate to a holder's capital account with respect to Performance Units, or
if such actual sale or "hypothetical sale" does not occur, such units will not
achieve parity with Common Units. In order to achieve full parity with Common
Units, Performance Units must be fully vested and the holder's capital account
balance in respect of each such Performance Unit must be equal to the per-unit
capital account balance with respect to the Common Units owned, directly and
indirectly, by the Company.

The term "hypothetical sale" refers to circumstances that are not actual sales
of the Operating Partnership's assets but that require certain book adjustments
to the value of the Operating Partnership's assets and the partners' capital
account balances. Specifically, the Partnership Agreement provides that, from
time to time, in accordance with applicable Treasury Regulations, the Operating
Partnership will adjust the book value of its assets to equal their respective
fair market values, and adjust the partners' capital accounts, in accordance
with the terms of the Partnership Agreement, as if the Operating Partnership
sold its assets for an amount equal to their value. Times for making such
adjustments generally include the liquidation of the Operating Partnership, the
acquisition of an additional interest in the Operating Partnership by a new or
existing partner in exchange for more than a de minimis capital contribution,
the distribution by the Operating Partnership to a partner of more than a de
minimis amount of partnership property as consideration for an interest in the
Operating Partnership, or in connection with the grant of an interest in the
Operating Partnership (other than a de minimis interest) as consideration for
the performance of services to or for the benefit of the Operating Partnership
(including the grant of a Performance Unit).


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Performance Units



Vesting. A portion of each Performance Unit award is eligible to vest based on
the achievement of our total shareholder return compared to the total
shareholder return of the FTSE NAREIT Equity Office Index (the "Relative TSR
Performance Units") over a three-year performance period beginning January 1,
2022 and ending December 31, 2024 (the "performance period") and the remaining
portion of each Performance Unit award generally is eligible to vest based on
the achievement of operational performance metrics (the "Operational Performance
Units") over a one-year performance period beginning January 1, 2022 and ending
December 31, 2022.

The following table shows the dollar-denominated value of the Relative TSR
Performance Units and the Operational Performance Units awarded to each
Executive; the number of Performance Units actually granted will be determined
by dividing the dollar-denominated value by the per share grant-date fair value,
at maximum, of the applicable portion.


                Name                        Relative TSR Performance Units           Operational Performance Units
         Victor J. Coleman                            $2,000,000                              $2,000,000
           Mark T. Lammas                              $875,000                                $875,000
        Harout K. Diramerian                           $312,500                                $312,500



A percentage of the Relative TSR Performance Units will vest based on the
Company's total shareholder return as compared to the total shareholder return
of the FTSE NAREIT Equity Office Index achieved over the three-year performance
period, as set forth in the following table:
                                  Relative TSR Performance Vesting Percentage
         "Below Threshold"                                                0  %
         "Threshold Level"                                               15  %
         "Target Level"                                                  40  %
         "Maximum Level"                                                100  %



If our relative total shareholder return falls between the "Threshold", "Target"
and "Maximum" levels, then the percentage that vests will be determined using
straight-line interpolation between the applicable levels.

The operational performance metrics that apply to the Operational Performance Units, and their respective weightings, are as follows:



 Operational Goal                         Percentage of Operational Performance Units
 Leasing Volume                                                                  40  %
 LEED Certification                                                              15  %
 Fitwel Certification                                                            15  %
 G&A to Consolidated Gross Assets

30 %




With respect to each operational performance metric, the applicable portion of
the Operational Performance Units is eligible to vest based on the achievement
of performance goals at the "Threshold", "Target" and "Maximum" levels, as
follows:

                                   Operational Performance Vesting Percentage
          "Below Threshold"                                               0  %
          "Threshold Level"                                              25  %
          "Target Level"                                                 50  %
          "Maximum Level                                                100  %





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If performance with respect to an operational performance metric falls between
the "Threshold", "Target" and "Maximum" levels, then the percentage that is
eligible to vest will be determined using straight-line interpolation between
the applicable levels.

The number of Operational Performance Units that become eligible to vest based
on the achievement of operational performance metrics may be adjusted downwards
based on our achievement of absolute total shareholder return goals over the
three-year performance period commencing January 1, 2022 and ending December 31,
2024, by applying the applicable vesting percentage as set forth in the
following table.
                                  Absolute TSR Performance Vesting Percentage
         "Threshold Level"                                               60  %
         "Target Level"                                                  80  %
         "Maximum Level"                                                100  %

If our absolute total shareholder return falls between the "Threshold", "Target" and "Maximum" levels, then the vesting percentage will be determined using straight-line interpolation between the applicable levels.



Certain Terminations of Employment; Change in Control. If an Executive's
employment is terminated by the Company other than for "cause", by the Executive
for "good reason" or due to death or "disability" (each, as defined in the
Executive's employment agreement), or the performance period ends upon a change
in control, then (i) the number of Relative TSR Performance Units that vest will
equal the greater of (x) the 40% of the Relative TSR Performance Units and (y)
the number of Relative TSR Performance Units that would vest based on actual
achievement of relative total shareholder return performance through the
qualifying termination and (ii) the number of Operational Performance Units that
vest will equal the greater of (x) 50% of the Operational Performance Units and
(y) the number of Operational Performance Units that would vest based on actual
achievement of each operational performance goal through the qualifying
termination and if a pro-rated TSR performance goal is achieved. Any Relative
TSR Performance Units or Operational Performance Units that do not become fully
vested will automatically be cancelled and forfeited as of the date of the
qualifying termination without payment of any consideration therefor, and the
Executive will have no further right to or interest in such Performance Units.
Upon an Executive's termination of employment for any other reason, any
then-unvested Performance Units automatically will be cancelled and forfeited by
the Executive.

In addition to these Performance Units, each award entitles its holder to a cash
payment equal to the aggregate distributions that would have been paid during
the three-year performance period on the total number of Performance Units that
vest, had such Performance Units been vested throughout the performance period,
but reduced by the aggregate amount of the distributions received during the
performance period on the total number of Performance Units granted.

The foregoing description of the awards of the Performance Units is a summary
only and does not describe all terms and conditions applicable to these awards.
The description is subject to and qualified in its entirety by the terms of the
form of Performance Unit Agreement, a copy of which is filed herewith as Exhibit
10.1.

Item 9.01 Financial Statements and Exhibits



 Exhibit No.                            Description

10.1                 Form of Performance-Based LTIP Unit Agreement

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