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

Restricted Stock Unit Award Agreement

With respect to time-vested restricted stock units ("RSUs") which may be granted under the Ares Commercial Real Estate Corporation Amended and Restated 2012 Equity Incentive Plan (the "Plan"), the Compensation Committee of Ares Commercial Real Estate Corporation's (the "Company") Board of Directors approved a new form of award agreement (the "Form RSU Award Agreement"). Pursuant to the Form RSU Award Agreement, each RSU will entitle the recipient to one share of common stock of the Company (a "Share") as soon as reasonably practicable following vesting. Each RSU award granted under the Form RSU Award Agreement will vest in installments following the grant date as specified in the Form RSU Award Agreement with respect to the particular RSU award, in each case generally subject to the recipient's continued service with the Company or its affiliates on the vesting date, unless vesting is otherwise accelerated or continues pursuant to the terms of the Plan or the Form RSU Award Agreement. Pursuant to the Form RSU Award Agreement, dividend equivalents will be paid in respect of the Shares covered by the RSU award within 60 days after the corresponding dividend is paid to shareholders generally.

The foregoing description of the Form RSU Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Form RSU Award Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Former Executive Forfeiture Letter

On January 1, 2020, the Company entered into a Forfeiture Letter (the "Forfeiture Letter") with James A. Henderson, a member of the Board of Directors of the Company, in connection with his previously announced departure as Chief Executive Officer and Chief Investment Officer of the Company. Pursuant to the Forfeiture Letter, Mr. Henderson will forfeit, without compensation therefor, each award issued to him under the Plan that is outstanding and unvested as of the date of the Forfeiture Letter.


--------------------------------------------------------------------------------


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number             Description of Exhibit
       10.1  .   Form Restricted Stock Unit Award Agreement

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses