EX-10.12



 Exhibit 10.12 
 EMPLOYMENT AGREEMENT 
 THIS EMPLOYMENT AGREEMENT
(the “Agreement”), dated this             day of July, 2013 (the “Effective Date”), is entered into by and between PHYSICIANS REALTY TRUST, a Maryland trust,
(the “Company”), and MARK D. THEINE (the “Executive”). 
 WHEREAS, the Company wishes to assure
itself of the services of the Executive for the period provided in this Agreement and the Executive is willing to serve in the employ of the Company for such period upon the terms and conditions set forth in this Agreement. 

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree
as follows: 
 1. EMPLOYMENT 
 The Company hereby agrees to employ the Executive as its Senior Vice President of Asset and Investment Management (the “Senior Vice President”) upon the terms and conditions herein contained,
and the Executive hereby agrees to accept such employment and to serve in such position. As Senior Vice President, the Executive will have those duties which can reasonably be expected to be performed by a person in such position and shall undertake
such other responsibilities as may be assigned to the Executive by the Company’s Chief Executive Officer (“CEO”) from time to time. For purposes of this Agreement, all references to the “Board” shall mean the Board of
Trustees. In such capacity, the Executive shall report to the Company’s Board and shall have such powers and responsibilities consistent with his position as may be assigned. Throughout the Employment Term, the Executive shall devote his best
efforts and all of his business time and services to the business and affairs of the Company. 
 2. TERM OF AGREEMENT

 Subject to earlier termination as herein provided, the Executive’s employment under this Agreement shall begin on the
Effective Date and shall continue in effect until the third anniversary of the Effective Date (the “Initial Term”). The Agreement will automatically renew, subject to earlier termination as herein provided, for successive one (1) year
periods (the “Additional Terms”), unless either the Executive or the Company provide notice of non-renewal at least sixty (60) days prior to the expiration of the Initial Term or the then Additional Term, whichever is applicable. The
Initial Term and any Additional Term(s) shall be referred to collectively as the “Employment Term.” 
 Notwithstanding
the foregoing, the Company shall be entitled to terminate this Agreement immediately, subject to a continuing obligation to make any payments required under Section 5 below, if the Executive (i) incurs a Disability as described in
Section 5(b), (ii) is terminated for Cause, as defined in Section 5(c), or (iii) voluntarily terminates his employment without Good Reason (as defined below) during the Employment Term, as described in
Section 5(d). 







 3. SALARY AND BONUS 

The Executive shall receive a base salary during the Employment Term at a rate of $150,000 per annum for 2013 (the “Base
Salary”), payable in substantially equal semi-monthly installments. The Compensation Committee of the Board shall consult with the Senior Vice President and review the Executive’s Base Salary at annual intervals, and may increase the
Executive’s annual Base Salary from time to time as the Committee deems to be appropriate. 
 Subject
to Section 12, the Executive will have an annual cash bonus opportunity of up to 100% of his Base Salary for each calendar year during the Employment Term (the “Annual Bonus”), prorated for 2013 based on the number of days the
Executive is actually employed by the Company in 2013. The actual amount of the Annual Bonus payable with respect to a calendar year shall be determined by the Board, in its sole discretion, and shall paid in accordance with the plans, policies and
procedures adopted by the Board from time to time, provided however, that (i) for 2013, the actual Annual Bonus payouts will be sixty percent (60%) based on continued employment and forty percent (40%) based on the achievement of
performance goals established by the Board for 2013; (ii) for 2014, the actual Annual Bonus payouts will be fifty percent (50%) based on continued employment and fifty percent (50%) based on the achievement of performance goals
established by the Board for 2014; and (iii) for 2015, the actual Annual Bonus payouts will be forty percent (40%) based on continued employment and sixty (60%) based on the achievement of performance goals established by the Board
for 2015. In the event an Annual Bonus is payable pursuant to this Section 3, such bonus shall be paid to the Executive no later than March 15th of the year after the year to which the bonus relates. 

On or as soon as administratively practicable after the date of an Initial Public Offering (as defined below) (but in no event later than
sixty (60) days after the date of an Initial Public Offering), the Executive shall receive a grant of restricted shares of the Company’s common shares having a value of $400,000 based on the public offering price per share of the
Company’s common shares offered for sale at the Initial Public Offering (the “Restricted Shares”). The Restricted Shares shall be subject to the restrictions set forth in the restricted share agreement between the Company and the
Executive and the terms of an equity incentive plan adopted by the Company prior to the grant of the Restricted Shares (the “Plan”). The Restricted Shares shall vest over a three-year period, with one-third of the Restricted Shares
vesting equally on the first, second, and third anniversary of the Effective Date, subject to any forfeiture or acceleration provisions set forth in the restricted share agreement and the Plan. For purposes of this Agreement, “Initial Public
Offering” means any underwritten sale of the Company’s equity securities pursuant to an effective registration statement under the Securities Act of 1933 filed with the Securities and Exchange Commission on Form S-1 or any other eligible
form (or a successor form thereto adopted by the Securities and Exchange Commission). 

  

			
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 4. ADDITIONAL COMPENSATION AND BENEFITS 

The Executive shall receive the following additional compensation and welfare and fringe benefits during the term of the Agreement:

 (a) Options and Other Long-Term Incentives. During the Employment Term, any options, restricted shares
or other awards granted under the Plan shall be at the discretion of the Compensation Committee of the Company’s Board. 
 (b) Vacation. The Executive shall be entitled to up to four (4) weeks of vacation during each year during the Employment Term and any extensions thereof, prorated for partial years.

 (c) Business Expenses. The Company shall reimburse the Executive for all reasonable expenses he incurs
in promoting the Company’s business, including expenses for travel and similar items, upon presentation by the Executive from time to time of an itemized account of such expenditures. Any reimbursement of expenses made under this Agreement
shall only be made for eligible expenses (including transportation and cellular service expenses as set forth above) incurred during the Employment Term, and no reimbursement of any expense shall be made by the Company after December 31st of
the year following the calendar year in which the expense was incurred. The amount eligible for reimbursement under this Agreement during a taxable year may not affect expenses eligible for reimbursement in any other taxable year, and the right to
reimbursement under this Agreement is not subject to liquidation or exchange for another benefit. The Executive will comply with the Company’s policies regarding these benefits, including all Internal Revenue Service rules and requirements.

 (d) Professional Expenses. Each calendar year during the Employment Term, the Company agrees to
reimburse the Executive for up to $10,000 of reasonable professional expenses (i.e., accounting, financial planning, estate planning expenses) incurred by the Executive during such year for personal advice rendered to the Executive. 

(e) Other Benefits and Perquisites. The Executive shall be entitled to participate in the benefit plans provided by
the Company for all employees, generally, and for the Company’s executive employees. The Company shall be entitled to change or terminate these plans in its sole discretion at any time. 

5. PAYMENTS UPON TERMINATION 
 (a) Involuntary Termination. If the Executive’s employment is involuntarily terminated by the Company during the Employment Term, the Executive shall be entitled to receive his Base Salary
accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”).
Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable
benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. 

  

			
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 If the termination is not (1) a termination for Cause (as defined below), as described
in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as
defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the
execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay
severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then current
term of this Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release
begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. 
 In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in
Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); or (4) a termination due to non-renewal of the then current term as described in Section 5(e), then,
subject to compliance with the restrictive covenants in Section 9 and Section 10, the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the
Executive shall be entitled to the following: 
 (i) Any options, restricted shares or other awards granted to
the Executive under the Plan shall become fully vested and, in the case of options, exercisable in full; 
 (ii)
Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued
coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination for twelve (12) months, or until, if earlier, the date the Executive obtains
comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and
not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year; and 

  

			
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 (iii) Any Annual Bonus(es) payable under Section 3 above that
would have been earned based solely on continued employment for the remainder of the then current term, and if none, then an amount equal to fifty percent (50%) of the Executive’s then current Base Salary, payable at the same time as
bonuses are paid to other active employees of the Company with respect to such performance period, and forfeited if the Executive violates any of the restrictive covenants in Section 9 and Section 10. 

(b) Disability. The Company shall be entitled to terminate the Executive’s employment if the Board determines that the
Executive has been unable to attend to his duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive
from resuming full performance of his duties and is likely to continue for an indefinite period. Upon such involuntary termination, the Executive shall be entitled to receive the Accrued Obligations. Such payments shall be made to the Executive
within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). In addition, subject to compliance with the restrictive covenants in Section 9 and
Section 10 and the execution and timely return by the Executive of the Release, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s
Base Salary as in effect at the time his employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that (i) if the time period for returning and revoking the
Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the
Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of
Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the
Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). For purposes of
this Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential
functions of his job for the Company on a full-time basis for at least ninety (90) days in a calendar year. 
 (c)
Termination for Cause. If the Executive’s employment is terminated by the Company for Cause, the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations. Such payments shall be made
to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of termination). 

  

			
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 For purposes of this Agreement, the term “Cause” shall be limited to the
following: 
 (i) the Executive engaging in any act of fraud, dishonesty, theft, misappropriation or embezzlement
of funds or misrepresentation with respect to the Company; 
 (ii) the Executive’s conviction or plea of no
contest with respect to any felony or other crime involving moral turpitude; 
 (iii) the Executive’s
material breach of his obligations under this Agreement, including, without limitation, breach of the covenants set forth in Section 9 and Section 10 below or the refusal of the Executive to perform his job duties as directed
by the Board, which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged breach; 
 (iv) violation of any material duty or obligation to the Company or of any direction or any rule or regulation reasonably established by the Board, which the Executive failed to cure within thirty
(30) days after receiving written notice from the Board specifying the alleged violation; or 
 (v)
insubordination or misconduct in the performance of, or neglect of, the Executive’s duties which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged insubordination,
misconduct, or neglect. 
 (d) Voluntary Termination by the Executive without Good Reason. If the Executive resigns or
otherwise voluntarily terminates his employment before the end of the current Employment Term (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive
from the Company shall be limited to the Accrued Obligations. Such payment shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of resignation or
involuntary termination). 
 For purposes of this Agreement, a resignation by the Executive shall not be deemed to be voluntary
without Good Reason if, without the Executive’s prior consent, the Executive is (1) assigned to a position other than the Senior Vice President (other than for Cause or by reason of his Disability) or assigned duties materially
inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the CEO if such change in
reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Company within the first ninety
(90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this Section 5(d) and the Company
has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this Section 5(d) within six
(6) months following the initial existence of a change in assignment or reporting duties described herein. 

  

			
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 (e) Non-Renewal. The Executive’s employment shall terminate in the event that
the then-current Employment Term expires by reason of a party giving a notice of an election not to renew as provided in Section 2. If the Executive’s employment terminates due to non-renewal of the Agreement, the amount the
Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations. Such payment shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days
following the expiration of the then-current term). 
 6. EFFECT OF CHANGE IN CORPORATE CONTROL 

(a) Accelerated Vesting of Awards. In the event of a “change in control” (as such term is defined in the Plan), the
vesting of any options, restricted shares or other awards granted to the Executive under the terms of the Plan shall be accelerated (to the extent permitted by the terms of such plans) and such awards shall become immediately vested in full and, in
the case of stock options, exercisable in full. 
 (b) Severance Payment. If, during the Employment Term at any time
during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then
subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment
equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in
Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount
rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty
(60) days following the date of such involuntary termination. 
 In addition, if during the Employment Term within twelve
(12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s
expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive
obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A
of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the
Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year. 

  

			
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 (c) Definition of Change in Corporate Control. For purposes of this
Agreement, a “Change in Corporate Control” shall include any of the following events: 
 (i) The
acquisition in one or more transactions of more than fifty percent (50%) of the Company’s outstanding Common Shares (or the equivalent in voting power of any class or classes of securities of the Company entitled to vote in elections of
trustees) by any Company, or other person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, as amended); 
 (ii) Any transfer or sale of substantially all of the assets of the Company, or any merger or consolidation of the Company into or with another Company in which the Company is not the surviving entity;

 Provided, however, that no event shall constitute a Change in Corporate Control unless such event also a “change in ownership”, a
“change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company, as determined in accordance with Section 409A of the Code, and the regulations and guidance issued
thereunder. 
 7. DEATH 
 If the Executive dies during the Employment Term, the Company shall pay to the Executive’s surviving spouse or if there is no surviving spouse, the Executive’s estate, a lump sum payment equal
to the Accrued Obligations. Such payment shall be paid within the time period required by applicable law (and in all events within sixty (60) days following the date of the Executive’s death). In addition, the death benefits payable by
reason of the Executive’s death under any retirement, deferred compensation, life insurance or other employee benefit plan maintained by the Company shall be paid to the beneficiary designated by the Executive, and the options, restricted
shares or other awards held by the Executive under the Company’s equity incentive plans shall become fully vested, and, in the case of options, exercisable in full, in accordance with the terms of the applicable plan or plans. 

8. WITHHOLDING 
 The Company shall, to the extent permitted by law, have the right to withhold and deduct from any payment hereunder any federal, state or local taxes of any kind required by law to be withheld with
respect to any such payment. 
 9. PROTECTION OF CONFIDENTIAL INFORMATION 

During the Executive’s employment with the Company, the Company shall grant the Executive otherwise prohibited access to its trade
secrets and confidential information which are not known to the Company’s competitors or within the Company’s industry generally, which 

  

			
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were developed by the Company over a long period of time and/or at its substantial expense, and which are of great competitive value to the Company, and access to the Company’s customers and
clients. For purposes of this Agreement, “Confidential Information” includes all trade secrets and confidential and proprietary information of the Company, including, but not limited to, the following: financial models, financial
information and data, business methods, electronic files, computer drives/disks, passwords, address and telephone lists, internal memoranda, correspondence, business strategies, business plans and/or projections, lease forms, construction contract
forms, development and construction management service agreements, tenant lists, lease terms, rates, rent rolls, strategies, improvements, discoveries, plans for research or future business, infrastructure, marketing and sales plans and strategies,
budgets, customer and client information, employee, customer and client nonpublic personal information, supplier lists, business records, audit processes, management methods and information, reports, recommendations and conclusions, information
regarding the names, contact information, skills and compensation of employees and contractors of the Company, other information not generally known to the public, and other business information disclosed to the Executive by the Company, either
directly or indirectly, in writing, orally, or by drawings or observation. 
 The Executive acknowledges and agrees that
Confidential Information is proprietary to and a trade secret of the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive will cause
irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently
secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The
Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company. The Executive agrees to preserve and protect the confidentiality of all Confidential Information.
The Executive agrees that the Executive shall not at any time (whether during or after the Executive’s employment), directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential
Information without the Company’s consent. Throughout the Executive’s employment and at all times thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to
prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any
other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties; (iii) the Executive shall not use the Confidential Information or trade secrets to attempt to solicit, induce,
recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly
advise the Company of all facts concerning such action or threatened action. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Company or is otherwise in the public domain at the
time of disclosure (other than through an unauthorized disclosure by the Executive or any other person). 

  

			
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 Upon the termination of the Executive’s employment for any reason, the Executive shall
immediately return and deliver to the Company any and all Confidential Information, software, devices, cell phones, personal data assistants, credit cards, data, reports, proposals, lists, correspondence, materials, equipment, computers, hard
drives, papers, books, records, documents, memoranda, manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, which belong to the Company or relate to the Company’s business and which are in the
Executive’s possession, custody or control, whether prepared by the Executive or others. If at any time after termination of the Executive’s employment he determines that he has any Confidential Information in his possession or control,
the Executive shall immediately return to the Company all such Confidential Information in the Executive’s possession or control, including all copies and portions thereof. 

The Executive recognizes that because his work for the Company may bring him into contact with confidential and proprietary information
of the Company, the restrictions of this Section 9 are required for the reasonable protection of the Company and its investments and for the Company’s reliance on and confidence in the Executive. 

10. RESTRICTIVE COVENANTS 
 In consideration for (i) the Company’s promise to provide Confidential Information to the Executive, (ii) the substantial economic investment made by the Company in the Confidential
Information and goodwill of the Company, and/or the business opportunities disclosed or entrusted to the Executive, (iii) access to the Company’s customers and clients, and (iv) the Company’s employment of the Executive pursuant
to this Agreement and the compensation and other benefits provided by the Company to the Executive, to protect the Company’s Confidential Information and business goodwill of the Company, the Executive agrees to the following restrictive
covenants. 
 (a) Non-Competition. The Executive hereby agrees that during the Restricted Period (defined below), other
than in connection with the Executive’s duties under this Agreement, the Executive shall not, and shall not use any Confidential Information to, without the prior consent of the Company, directly or indirectly, either individually or as an
owner, principal, partner, stockholder, manager, contractor, distributor, lender, investor, consultant, agent, employee, co-venturer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, become
employed by, control, carry on, join, lend money for, engage in, establish, perform services for, invest in, solicit investors for, consult for, do business with or otherwise engage in any Competing Business (defined below) within the Restricted
Territory (defined below); provided however, that nothing in this Section 10(a) shall prevent the Executive from owning a passive investment in up to two percent (2%) of the stock of a publicly traded corporation engaged in a
Competing Business and such ownership shall not be considered to be a violation of Section 10(a). 

  

			
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 (i) “Restricted Period” means during the Executive’s
employment with the Company and for a period equal to the later of (i) one (1) year immediately following the date of the Executive’s termination from employment for any reason or (ii) the number of months for which the Executive
is receiving monthly severance payments under Section 5 or Section 6 of this Agreement. 

(ii) “Competing Business” means any business, individual, partnership, firm, corporation or other entity that
provides the same or substantially similar products or services as those provided by the Company during the Executive’s employment, which includes, without limitation, the business of buying, managing, holding and selling medical office
buildings. 
 (iii) As Senior Vice President of the Company, the Executive has responsibility for the
Company’s operations throughout the United States. Because the Company does business throughout the United States, the “Restricted Territory” means the United States and any other region or state in which the Executive performed
services, was assigned responsibility for the Company, or about which the Executive received Confidential Information. 
 (b)
Non-Solicitation. The Executive agrees that during the Restricted Period, other than in connection with the Executive’s duties under this Agreement, the Executive shall not, and shall not use any Confidential Information to, directly or
indirectly, either individually or as an owner, principal, partner, stockholder, manager, contractor, distributor, lender, investor, consultant, agent, employee, co-venturer or as a director or officer of any corporation or association, or in any
other manner or capacity whatsoever, and whether personally or through other persons: 
 (i) Solicit business
from, interfere with, attempt to solicit business with, or do business with any customer or client of the Company with whom the Company did business or who the Company solicited within the preceding two (2) years, and who or which: (1) the
Executive contacted, called on, serviced, or did business with during his employment with the Company; (2) the Executive learned of as a result of his employment with the Company; or (3) about whom the Executive received Confidential
Information. This restriction applies only to business which is in the scope of services or products provided by the Company; or 
 (ii) Solicit, induce, or attempt to solicit or induce, engage or hire, on behalf of himself or any other person or entity, any person who is an employee or full-time consultant of the Company or who was
employed or retained by the Company within the preceding two (2) years. 
 (c) Non-Disparagement. The Executive
shall refrain, both during and after the Employment Term, from publishing any oral or written statements about the Company or any of the Company’s board of trustees, equity holders, members, shareholders, managers, officers, employees,
consultants, agents or representatives that (i) are slanderous, libelous or defamatory; or (ii) place the Company or any of its trustees, managers, officers, employees, consultants, agents or representatives in a false light before the
public. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded the Company under this provision are in addition to any and all rights and remedies otherwise afforded by law. 

  

			
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 (d) Tolling. If the Executive violates any of the restrictions contained in
Section 10, the Restricted Period shall be suspended and shall not run in favor of the Executive from the time of the commencement of any violation until the time when the Executive cures the violation to the satisfaction of the Company.

 (e) Reasonableness. The Executive hereby represents to the Company that he has read and understands, and agrees to be
bound by, the terms of this Section 10. The Executive acknowledges that the geographic scope and duration of the covenants contained in this Section 10 are fair and reasonable in light of (i) the nature and wide
geographic scope of the operations of the Company’s business; (ii) the Executive’s level of control over and contact with the business in the Restricted Territory; and (iii) the amount of compensation, trade secrets and
Confidential Information that the Executive is receiving in connection with his employment by the Company. It is the desire and intent of the parties that the provisions of Section 10 be enforced to the fullest extent permitted under
applicable law, whether now or hereafter in effect and therefore, to the extent permitted by applicable law, the Executive and the Company hereby waive any provision of applicable law that would render any provision of Section 10 invalid
or unenforceable. 
 11. INJUNCTIVE RELIEF 

The Executive acknowledges that (a) compliance with the covenants set forth in Section 9 and Section 10 of
this Agreement are necessary to protect the Company’s business and Confidential Information; (b) a breach or threatened breach of any of such covenants will irreparably harm the Company; and (c) an award of money damages will not be
adequate to remedy such harm. Consequently, the Executive acknowledges and agrees that, in addition to other remedies, in the event the Executive breaches or threatens to breach any of the covenants contained in this Agreement, the Company shall be
entitled to both a temporary and/or permanent injunction to prevent the continuation of such harm and enforce such provisions and (b) money damages insofar as they can be determined, including, without limitation, all costs and reasonable
attorneys’ fees incurred by or on behalf of the Company in the enforcement of the terms of this Agreement. The Company may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim
or conservatory relief, as necessary or applicable. This provision with respect to injunctive relief shall not, however, diminish the Company’s right to claim and recover damages. 

It is expressly understood and agreed that although the parties consider the restrictions contained in this Agreement to be reasonable,
if a court determines that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction on the activities of the Executive, no such provision of this Agreement shall be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such extent as such court may judicially determine or indicate to be reasonable. By agreeing to this contractual modification prospectively at this time, the Company and the Executive
intend to make this provision enforceable under the law or laws of all applicable jurisdictions so that the entire agreement not to compete and this Agreement as prospectively modified shall remain in full force and effect and shall not be rendered
void or illegal. 

  

			
	EMPLOYMENT AGREEMENT	  	Page 12









 12. CLAWBACK 

Any compensation paid to the Executive shall be subject to recovery by the Company, and the Executive shall be required to repay such
compensation, if (i) such recovery and repayment is required by applicable law or (ii) either in the year such compensation is paid, or within the three (3) year period thereafter the Company is required to prepare an accounting
restatement due to material noncompliance of the Company with any financial reporting requirement under applicable securities laws and the Executive is either (A) a named executive officer or (B) an employee who is responsible for
preparation of the Company’s financial statements. The parties agree that the repayment obligations set forth in this Section 12 shall only apply to the extent repayment is required by applicable law, or to the extent the
Executive’s compensation is determined to be in excess of the amount that would have been deliverable to the Executive taking into account any restatement or correction of any inaccurate financial statements or materially inaccurate performance
metric criteria. 
 13. MANDATORY MEDIATION AND ARBITRATION 

In the event there is an unresolved legal dispute between the Executive and the Company that involves legal rights or remedies arising
from this Agreement or the employment relationship between the Executive and the Company (“Dispute”), except as otherwise provided herein, before commencing an arbitration action or other legal proceeding, the parties shall promptly submit
the Dispute to mediation, using a mediator jointly selected by the parties, or if the parties are unable to agree upon a mediator then the Dispute shall be submitted to non-binding mediation with the American Arbitration Association in Waukesha
County, Wisconsin in accordance with its rules. The cost of the mediation shall be borne equally between the parties. If the parties are unable to achieve a mutually agreeable resolution of the Dispute through mediation, the parties agree to submit
their Dispute to binding arbitration under the authority of the Federal Arbitration Act and/or the Wisconsin Uniform Arbitration Act; provided, however, that the Company may pursue a temporary restraining order, preliminary injunction and/or other
interim or conservatory relief in accordance with Section 11 above, with related expedited discovery for the parties, in a court of law, and, thereafter, require arbitration of all issues of final relief. Insured workers compensation
claims (other than wrongful discharge claims), and claims for unemployment insurance are excluded from arbitration under this provision. The Arbitration will be conducted by the American Arbitration Association pursuant to the American Arbitration
Association’s National Rules for the Resolution of Employment Disputes. The arbitrator(s) shall be duly licensed to practice law in the State of Wisconsin. Each party will be allowed at least one deposition. The arbitrator(s) shall be required
to state in a written opinion all facts and conclusions of law relied upon to support any decision rendered. No arbitrator will have authority to render a decision that contains an outcome determinative error of state or federal law, or to fashion a
cause of action or remedy not otherwise provided for under applicable state or federal law. Any dispute over whether the arbitrator(s) has failed to 

  

			
	EMPLOYMENT AGREEMENT	  	Page 13









 
comply with the foregoing will be resolved by summary judgment in a court of law. In all other respects, the arbitration process will be conducted in accordance with the American Arbitration
Association’s National Rules for the Resolution of Employment Disputes. The Company will pay the arbitration costs and arbitrator’s fees beyond $500, subject to a final arbitration award on who should bear costs and fees. All proceedings
shall be conducted in Waukesha County, Wisconsin, or another mutually agreeable site. The duty to arbitrate described above shall survive the termination of this Agreement. Except as otherwise provided above, the parties hereby waive trial in a
court of law or by jury. All other rights, remedies, statutes of limitation and defenses applicable to claims asserted in a court of law will apply in the arbitration. 
 14. NOTICES 
 All notices or communications hereunder shall be in
writing and sent certified or registered mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as such party may designate in writing from time to time): 

If to the Company: 
 Physicians Realty Trust 
 250 East Wisconsin Avenue 

Suite 1900 

Milwaukee, Wisconsin 53202 
 (414) 978.6400 
 Attention: Corporate Secretary 

If to the Executive: 
 Mark D. Theine 
 2840 N. 124th Street 

Wauwatosa, Wisconsin 53222 
 The
actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given. 
 15.
SEPARABILITY 
 If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in
part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect. 
 16. ASSIGNMENT 
 This Agreement shall be binding upon and inure to
the benefit of the heirs and representatives of the Executive and the assigns and successors of the Company, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive. 

  

			
	EMPLOYMENT AGREEMENT	  	Page 14









 17. ENTIRE AGREEMENT 

This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or
understandings (whether oral or written) between the Company and the Executive with respect to the subject matter hereof. No oral statements or prior written material not specifically incorporated in this Agreement shall be of any force and effect.
The Agreement may be amended at any time by mutual written agreement of the parties hereto. The Executive acknowledges and represents that in executing this Agreement, he did not rely on, has not relied on, and specifically disavows any reliance on
any communications, promises, statements, inducements, or representation(s), oral or written, by the Company, except as expressly contained in this Agreement. The parties represent that they relied on their own judgment in entering into this
Agreement. 
 18. SECTION 409A COMPLIANCE 

This Agreement and the benefits or payments to be provided under this Agreement are intended to be exempt from with
the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent, provided, that if the Agreement is not exempt, the Agreement is drafted in a manner to comply with the requirements of
Section 409A of the Code. The payments to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury
Regulation Section 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury Regulation Section 1.409A-1(b)(4). Each payment and benefit hereunder shall constitute a “separately identified” amount within the meaning of
Treasury Regulation Section 1.409A-2(b)(2). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and the Executive shall
cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination,” “termination of
employment,” or similar phrases, such term shall be deemed to refer to the Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative
definition thereunder) with the Company and all entities treated as a single employer with the Company under Sections 414(b) and (c) of the Code but substituting a 50% ownership level for the 80% ownership level set forth therein).
Notwithstanding any other provision in this Agreement, if the Executive is a “Specified Employee” (as defined Treasury Regulation Section 1.409A-1(i) on December 31st of the prior calendar year), as of the date of the Executive’s separation from service, then to the extent any
amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Executive’s separation from service and
(iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment shall be delayed and paid to the Executive, together with interest at an annual rate equal


  

			
	EMPLOYMENT AGREEMENT	  	Page 15









 
to the interest rate specified by Regions Bank for a six-month certificate of deposit, on the first day of the first calendar month beginning seven (7) months following the date of
termination, or, if earlier, within ninety (90) days following the Executive’s death to the Executive’s surviving spouse (or such other beneficiary as the Executive may designate in writing). Any reimbursement or advancement payable
to the Executive pursuant to this Agreement shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Executive
within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses
eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or
in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. 
 19.
GOVERNING LAW 
 This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State
of Wisconsin, other than the conflict of laws provisions of such laws. Subject to Section 13, venue of any litigation arising from this Agreement or any disputes relating to the Executive’s employment shall be in the United States
District Court for the Eastern District of Wisconsin, or a state district court of competent jurisdiction in Waukesha County, Wisconsin. The Executive consents to personal jurisdiction of the United States District Court for the Eastern District of
Wisconsin, or a state district court of competent jurisdiction in Waukesha County, Wisconsin for any dispute relating to or arising out of this Agreement or the Executive’s employment, and Executive agrees that Executive shall not challenge
personal or subject matter jurisdiction in such courts. 
 20. SURVIVAL 

The Executive’s post-termination obligations in Section 9 and Section 10 shall continue as provided in this
Agreement. 
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	EMPLOYMENT AGREEMENT	  	Page 16









 IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed, and
the Executive has hereunto set his hand, as of the day and year first above written. 
  

			
	PHYSICIANS REALTY TRUST
		
	By:	 	 
		
	Its:	 	Chairman, Board of Trustees, Physicians Realty Trust


  

			
	EXECUTIVE:
		
		 	 
		 	Mark D. Theine



  

			
	EMPLOYMENT AGREEMENT	  	Page 17