Item 5.02 - Departure of Certain Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 8, 2020, Americold Realty Trust (the "Company") announced the
employment of Robert S. Chambers as Executive Vice President and Chief
Commercial Officer. A copy of the press release announcing Mr. Chambers'
appointment is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. The principal terms of the employment agreement are summarized below.
The employment agreement with Mr. Chambers provides for a term beginning on
January 9, 2020 (the "Commencement Date") and continuing for an indefinite
period of time, unless otherwise terminated by Mr. Chambers or by the Company,
as provided in the employment agreement. The employment agreement provides for
an initial base salary for Mr. Chambers of $400,000. In addition, Mr. Chambers
will be eligible to receive a one-time lump sum sign-on bonus of $150,000,
payable after 30 days of employment subject to continued employment through the
date of payment (the "Sign-On Bonus"). Mr. Chambers will also be entitled to
participate in the annual short-term incentive plan ("STIP") bonus based on the
achievement of specified financial and individual goals. If these goals are
achieved, Mr. Chambers may receive an annual STIP cash bonus equal to 75% of his
base salary if target performance objectives are achieved, and 131.25% of his
base salary if maximum target performance objectives are achieved. Mr. Chambers
will also be entitled to participate in all insurance and other benefit plans
that the Company offers to its U.S. employees generally, as in effect from time
to time.
Mr. Chambers' employment agreement provides for (i) a one-time award valued at
$600,000 of either time-based restricted stock units or operating partnership
profit units each under the Company's 2017 Equity Incentive Plan (the "2017
Plan"), at the election of Mr. Chambers, in each case that will vest in equal
one-third installments on the first, second and third anniversaries of the
Commencement Date, subject to continued employment from the date of grant
through such vesting dates (the "Sign-On Grant") and (ii) an annual equity grant
under the 2017 Plan (the "Annual LTIP Awards"), in an amount and form to be
approved by our compensation committee. Mr. Chambers will also be eligible to
participate in the 2017 Plan at such times as our compensation committee or our
board of trustees determines.
Mr. Chambers' employment agreement contains restrictive covenants regarding
non-competition and non-solicitation during the period of employment and the
one-year period thereafter, as well as indefinite covenants regarding
confidentiality of information, our property and intellectual property and
non-disparagement. In the event of a material breach of such covenants, the
Company will retain the ability to withhold unpaid, or recover previously paid,
severance payments (as described below) or to cause unvested stock based awards
held by Mr. Chambers to be forfeited.
In the event of a termination of Mr. Chambers' employment by the Company without
"Cause" or by Mr. Chambers for "Good Reason" (each as defined in Mr. Chambers'
employment agreement), Mr. Chambers will be entitled to the following severance
benefits, provided that Mr. Chambers executes and does not revoke a general
release of claims in favor of the Company:
•              an amount equal to Mr. Chambers' annual base salary for a period
               equal to 12 months;


•            pro rata STIP bonus based on number of days employed during the
             bonus period (to the extent that performance metrics relating to
             bonus are met at the end of the bonus period as determined after the
             year-end audit); and


•            payment or reimbursement of welfare plan coverage (other than
             short-term and long-term disability plans), including COBRA premiums
             for group health coverage for Mr. Chambers and his eligible
             dependents, for up to 12 months.

If Mr. Chambers' employment is terminated by the Company without Cause or by Mr. Chambers for Good Reason within 12 months following a "Change in Control" (as defined in Mr. Chambers' employment agreement), the employment agreement also provides that the Sign-On Grant and Annual LTIP Awards will become vested and any other performance based restricted stock units held by Mr. Chambers will vest based on actual performance through the termination date.

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If Mr. Chambers' employment is terminated without Cause, or Mr. Chambers voluntarily resigns without Good Reason, or in the case of Mr. Chambers' death or disability, Mr. Chambers will be entitled to receive any accrued and unpaid base salary, as well as any accrued benefits and unreimbursed business expenses incurred through the date of termination, death or disability. If Mr. Chambers' employment is terminated by the Company for Cause or by Mr. Chambers without Good Reason any time prior to the first anniversary of the Commencement Date, then Mr. Chambers must refund 100% of his Sign-On Bonus. If Mr. Chambers' employment is terminated by the Company for Cause or by Mr. Chambers' without Good Reason any time following the first anniversary and prior to the second anniversary of the Commencement Date, then Mr. Chambers must refund 50% of his Sign-On Bonus. The foregoing description of Mr. Chambers' employment agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is attached to this amendment to the Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein in its entirety.




Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.                                   Description

  10.1            Employment Agreement, dated January 7, 2020, by and between
                  AmeriCold Logistics, LLC and Robert Chambers.
  99.1            Press Release dated January 8, 2020 announcing Mr. Chambers'
                  appointment.

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