FPI Farmland Partners Inc

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

On February 6, 2019, Farmland Partners Inc. (the “Company”) entered into an amended and restated employment agreement (the “Employment Agreement”) with Erica Borenstein, the Company’s General Counsel and Secretary.

The Employment Agreement provides for a term of three years commencing on February 6, 2019, during which time Ms. Borenstein will serve as General Counsel and Secretary of the Company. If Ms. Borenstein’s employment continues following the expiration of the three-year term of the Employment Agreement, the term of the  Employment Agreement will automatically be extended for successive one-year periods. Pursuant to the Employment Agreement, Ms. Borenstein will be paid a base salary of $175,000, subject to annual review by the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company. Ms. Borenstein will also be eligible to receive an annual bonus based upon the attainment of one or more pre-established performance goals or other established criteria set by the Board or the Compensation Committee. Ms. Borenstein will also continue to be eligible to receive equity and other long-term incentive awards under any applicable plan adopted by the Company during the term of her employment.

The Employment Agreement also provides that, if Ms. Borenstein’s employment is terminated by the Company for “cause” or by Ms. Borenstein without “good reason” (each as defined in the Employment Agreement and summarized below) or by non-extension of the Employment Agreement, Ms. Borenstein will be entitled to any accrued benefits.

If Ms. Borenstein’s employment is terminated by the Company without “cause,” by Ms. Borenstein for “good reason,” or upon the occurrence of a Change in Control (as defined in the Employment Agreement and summarized below), Ms. Borenstein will be entitled to (i) any accrued benefits; (ii) two times (2x) the sum of the following: (A) base salary in effect on the termination date, (B) the average of the three most recent annual bonuses  earned by Ms. Borenstein during her employment by the Company or, if she has served for less than the three years, the average of the annual bonuses received at the time of termination, plus (C) the average equity award value of the three most recent annual grants, subject to certain restrictions; (iii) reimbursement for the amount equal to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continuation coverage premiums paid by Ms. Borenstein for a period of up to 18 months, subject to certain restrictions; and (iv) any equity-based awards that are outstanding on the termination date, which shall immediately become fully vested and, as applicable, exercisable.

The Employment Agreement provides that, if Ms. Borenstein’s employment is terminated due to her death, upon death Ms. Borenstein will be entitled to receive (i) any unpaid base salary through the termination date; (ii) any annual bonus earned and accrued but unpaid; (iii) any accrued by unused vacation time in accordance with Company policy; and (iv) reimbursement for any unreimbursed business expenses incurred through the termination date. If Ms. Borenstein’s employment is terminated due to their disability, she will be entitled to any accrued benefits and reimbursement for the amount equal to the continuation coverage premiums under the COBRA paid by Ms. Borenstein for a period of up to 18 months, subject to certain restrictions.

Pursuant to the terms of the Employment Agreement, “cause” means: (i) the employee’s continued failure to substantially perform duties for reasons other than Disability (as defined in the Employment Agreement), or gross negligence or willful misconduct in connection with the performance of the employee’s duties to the Company; (ii) the employee’s conviction or plea of guilty or nolo contendere of a felony; (iii) the employee’s conviction of any other criminal offense involving an act of dishonesty intended to result in substantial personal enrichment of the employee at the expense of the Company or an affiliate of the Company; or (iv) the employee’s material breach of

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any Company policy or term of the Employment Agreement or any other employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the employee and the Company or an affiliate of the Company.

Pursuant to the terms of the Employment Agreement, “Change in Control” means: (i) any “person” as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding voting securities; (ii) a change in the composition of the Board occurring within a twelve (12) month period, as a result of which fewer than a majority of the directors are incumbent directors (as defined in the Employment Agreement); (iii) the consummation of a merger or consolidation of the Company with any other entity or approve the issuance of voting securities in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary thereof) pursuant to applicable exchange requirements, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least 50.1% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of either of the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities; or (iv) the consummation of the sale or disposition by the Company of all or substantially all of its assets (or any transaction or series of transactions within a period of twenty-four (24) months ending on the date of the last sale or disposition having a similar effect) (a) to any “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act (other any trustee or other fiduciary holding securities under any employee benefit plan of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company) or (b) pursuant to a formal or informal plan of liquidation or dissolution  (or similar arrangement) that was approved by the Board or the Company’s stockholders. For purposes of this paragraph, “all or substantially all” of the Company’s assets shall mean 80% or more of the Company’s assets measured by the value of the Company’s assets on the date of its balance sheet most recently filed with the Securities and Exchange Commission (the “SEC”) at the time of action by the Board or the Company’s stockholders, as applicable.

Pursuant to the terms of Ms. Borenstein’s Employment Agreement, “good reason” means: (i) material diminution in Ms. Borenstein’s Base Salary or a reduction of Total Compensation to less than $250,000; (ii) material diminution in Ms. Borenstein’s duties, authorities or responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law); or (iii) the Company’s material breach of the terms of the Employment Agreement.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety to the full text of the Employment Agreement, which are filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.