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

Employment Agreement Amendments - Laura E. Clark and David E. Lanzer

On November 8, 2022, Rexford Industrial Realty, Inc. (the "Company") and Rexford Industrial Realty, L.P. (the "Operating Partnership") entered into amendments (each, an "Amendment") with each of Laura E. Clark and David E. Lanzer to their respective employment agreements with the Company and the Operating Partnership (each a "Prior Employment Agreement"). The Prior Employments Agreements, as amended as described herein, are referred to below as the "Employment Agreements."

The Amendments update the Prior Employment Agreements to, among other things:

•provide for a three-year extension of the term of the Employment Agreements and for automatic renewal of the term such that the Employment Agreements renew for successive one-year periods unless notice of nonrenewal is provided at least one hundred twenty (120) days prior to expiration;

•provide, upon a termination by the Company without Cause or by the executive for Good Reason (each, as defined in the Employment Agreements), for cash severance equal to one (1) times the sum of (i) the executive's annual base salary then in effect, plus (ii) the average annual bonus earned by the executive for the three prior fiscal years (clauses (i) and (ii) taken together the "Salary/Bonus Severance"), plus (iii) a pro-rata portion of the executive's annual bonus for the partial fiscal year in which the termination date occurs, based on the achievement of applicable performance goals or objectives, payable in a lump sum on the date on which annual bonuses are paid to the Company's senior executives generally for such year;

•provide that, upon a termination by the Company without Cause or by the executive for Good Reason that occurs within eighteen (18) months following the consummation of a Change in Control (as defined in the Company's 2013 Incentive Award Plan as in effect on the effective date of the Amendments), the Salary/Bonus Severance shall be determined using a multiple of one and one-half (1.5) (rather than one (1)); and

•provide for Company-paid healthcare continuation coverage for up to 18 months after a termination due to death or Disability (as defined in the Employment Agreements).

The foregoing summary of the Amendments does not purport to be complete and is qualified in its entirety by reference to the applicable Amendment, a copy of each of which is filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits.


Exhibit
Number               Description
10.1                   First Amendment to Employment Agreement, effective November 8, 2022,
                     between Laura E. Clark, Rexford Industrial Realty, Inc. and Rexford
                     Industrial Realty, L.P.

                       Second Amendment to Employment Agreement, effective November 8, 2022,
                     between David E. Lanzer, Rexford Industrial Realty, Inc. and Rexford
10.2                 Industrial Realty, L.P.

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

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