Form: S-11/A

Registration statement for securities to be issued by real estate companies

July 15, 2013

Documents

Exhibit 10.10

REXFORD INDUSTRIAL REALTY, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

This Rexford Industrial Realty, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) for non-employee directors (the “Directors”) of the board of directors of the Company (the “Board”) shall be effective upon the closing of the Company’s initial public offering of its common stock (the “IPO”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan (the “Plan”).

Cash Compensation

Effective upon the IPO, our Directors will become entitled to receive annual retainers in the following amounts, pro-rated for any partial year of service:

 

Director:

    $ 25,000   

Chair of Audit Committee:

    $ 10,000   

Chair of Compensation Committee:

    $ 10,000   

Chair of Nominating and Corporate Governance Committee:

    $ 10,000   

Lead Independent Director:

    $ 25,000   

The individual serving as Chairman of the Board on the date of the IPO shall receive an annual retainer equal to $250,000 (pro-rated for any partial year of service) in lieu of the $25,000 annual retainer payable to Directors.

All annual retainers will be paid in cash quarterly in arrears promptly following the end of the applicable calendar quarter, but in no event more than thirty (30) days after the end of such quarter. For the avoidance of doubt, no Director will receive any annual retainer (or portion thereof) with respect to services provided to the Company prior to the IPO.

Equity Compensation

 

IPO Restricted Stock Grant:

   

Each Director who is serving at the IPO, other than the Chairman of the Board on the date of the IPO, shall be granted Restricted Stock with a value of $40,000, granted on the date of the closing of the Company’s IPO (the “IPO Grant”).

 

The IPO Grant shall vest in substantially equal one-third installments on the first, second and third anniversaries of the closing of the Company’s IPO, subject to continued service.

Initial Restricted Stock Grant:

    Each Director who is initially elected to serve on the Board after the IPO shall be granted on the date of such initial election or appointment Restricted Stock with a value equal to $40,000, provided, that if such initial election or appointment does not occur at an annual meeting of the Company’s stockholders, the value of this Restricted Stock grant shall equal the product of (i) $40,000 multiplied by (ii) a fraction, the

  

numerator of which equals the number of full calendar months from the date of such election or appointment through the first anniversary of the most recent annual meeting of the Company’s stockholders (or the IPO, if no such annual meeting has yet occurred) and the denominator of which equals twelve (the “Initial Grant”).

 

The Initial Grant shall vest in full on the earlier of (i) the date of the annual meeting of the Company’s stockholders next following the grant date (it being understood that the Initial Grant shall vest on the date of such annual meeting whether or not the Director is re-elected at such meeting, so long as the Director serves through such meeting) and (ii) the first anniversary of the grant date, subject in each case to continued service.

Annual Restricted Stock Grant:

   

Each Director who is serving on the Board as of the date of each annual meeting of the Company’s stockholders and who is re-elected for another year of service as a Director at such annual meeting shall be granted Restricted Stock with a value of $40,000 on the date of the applicable annual shareholder meeting (the “Annual Grant”).

 

Each Annual Grant will vest in full on the earlier of (i) the date of the annual meeting of the Company’s stockholders next following the grant date (it being understood that the Annual Grant shall vest on the date of such annual meeting whether or not the Director is re-elected at such meeting, so long as the Director serves through such meeting) and (ii) the first anniversary of the grant date, subject in each case to continued service.

Miscellaneous

For purposes of determining the number of shares subject to each IPO Grant, each Initial Grant and each Annual Grant, (i) in the case of an IPO Grant, the dollar value of such grant shall be divided by the initial public offering price of a share of the Common Stock, and (ii) in the case of an Initial Grant or an Annual Grant, the dollar value of such grant shall be divided by the market closing price of a share of the Common Stock on the date of such grant, in each case rounded up to the nearest whole share of Common Stock.

All applicable terms of the Plan apply to this Program as if fully set forth herein, and all grants of Restricted Stock hereby are subject in all respects to the terms of such Plan (as applicable). The grant of any Restricted Stock under this Program shall be made solely by and subject to the terms set forth in a written agreement in a form to be approved by the Board and duly executed by an executive officer of the Company.

Effectiveness, Amendment, Modification and Termination

This Program shall become effective upon the IPO. This Program may be amended, modified or terminated on a prospective basis by the Board in the future at its sole discretion.