UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 28, 2008 (November 25, 2008)
Date of Report (Date of earliest event reported)
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction of
incorporation or organization)
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1-13102
(Commission File Number)
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36-3935116
( I.R.S. Employer
Identification No.) |
311 S. Wacker Drive, Suite 4000
Chicago, Illinois 60606
(Address of principal executive offices, zip code)
(312) 344-4300
(Registrant’s telephone number, including area code)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on October 22, 2008, Michael W. Brennan resigned as President and
Chief Executive Officer and as a member of the Board of Directors of First Industrial Realty Trust,
Inc. (the “Company”), and on November 21, 2008, David P. Draft resigned as Executive Vice President
— Operations of the Company.
On November 25, 2008, the Company and Mr. Draft entered into a Separation and Release
Agreement (the “Draft Separation Agreement”) and on November 26, 2008, the Company and Mr. Brennan
entered into a Separation and Release Agreement (the “Brennan Separation Agreement”). The
agreements set forth the terms of Mr. Draft’s and Mr. Brennan’s respective departures from the
Company.
Under the Draft Separation Agreement, which was made effective as of the date of Mr. Draft’s
resignation, Mr. Draft will receive, among other things, a lump sum payment in the amount of
$1,417,061 and continuing coverage under the Company’s health plans for three years. All shares of
restricted stock owned by Mr. Draft became vested on November 21, 2008. As a condition of
receiving the benefits provided by the Draft Separation Agreement, Mr. Draft entered into a mutual
release agreement with the Company. Consistent with his employment agreement, through November 21, 2009, Mr. Draft
will be subject to restrictive covenants with respect to
confidentiality and his ability to compete with, or solicit employees
of, the Company.
Under the Brennan Separation Agreement, which was made effective as of the date of Mr.
Brennan’s resignation, Mr. Brennan will receive, among other things, a lump sum payment in the
amount of $4,641,206 and continuing coverage under the Company’s health plans for two years. All
shares of restricted stock owned by Mr. Brennan became vested on October 22, 2008. As a condition
of receiving the benefits provided by the Brennan Separation Agreement, Mr. Brennan entered into a
mutual release agreement with the Company. Consistent with his employment agreement, through October 22, 2009, Mr.
Brennan will be subject to restrictive covenants with respect to
confidentiality and his ability to compete with, or solicit employees
of, the Company.