Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On October 26, 2021, Paramount Group, Inc. (the "Company") entered into a Second Amended and Restated Employment Agreement (the "Employment Agreement") with Albert Behler, which supersedes and replaces his previous employment agreement and is effective January 1, 2022 (the "Effective Date"). Except as provided below, the terms of the Employment Agreement are substantially consistent with the terms of Mr. Behler's previous employment agreement and pursuant to the Employment Agreement Mr. Behler will continue to serve as the Company's Chairman, President and Chief Executive Officer.

The initial term of the Employment Agreement ends on December 31, 2024 (the "Initial Term") unless earlier terminated and will automatically extend for additional one-year terms unless either party provides written notice of a non-renewal no later than 180 days prior to December 31 of a given year. The Employment Agreement provides that upon completion of the Initial Term, Mr. Behler will become an at-will employee. During the period of any at-will employment, Mr. Behler will be subject to certain restrictive covenants, including noncompetition and nonsolicitation covenants and he will be covered under the Company's severance plan, if any, then in effect and applicable to executive officers who do not have a written employment agreement with the Company.

The Employment Agreement provides that if Mr. Behler retires on or after January 1, 2024, it will be considered a "qualifying retirement" if Mr. Behler (i) provides written notice to the Company no later than 180 days prior to his retirement date and (ii) signs a customary separation and release agreement. In connection with a "qualified retirement," Mr. Behler will be entitled to certain retirement benefits, including (i) continued vesting of LTIP and AOLTIP units, subject to continued compliance with the Employment Agreement's noncompetition and nonsolicitation provisions (including after their expiration for other purposes), (ii) the Company's payment of the premiums for group health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for up to the maximum period prescribed under law and (iii) secretarial assistance for up to 20 hours per week for five years from the date of retirement.

The foregoing description of the terms of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement filed as Exhibit 10.1 hereto and which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits:




 Exhibit
 Number       Description

   10.1         Second Amended and Restated Employment Agreement by and between
              Paramount Group Operating Partnership LP, Paramount Group, Inc. and
              Albert Behler, dated October 26, 2021

   104        Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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