Form of Agreement Equity Award in Lieu of Annual Cash Bonus
Exhibit 10.53
AGREEMENT
EQUITY AWARD IN LIEU OF ANNUAL CASH BONUS
This AGREEMENT (the “Agreement”) is made as of the Grant Date set forth on Schedule A hereto between JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), its subsidiary JBG SMITH Properties LP, a Delaware limited partnership (the “Partnership”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
RECITALS
A.In accordance with the JBG SMITH Properties 2017 Omnibus Share Plan, as it may be amended from time to time (the “Plan”), the Company desires, in connection with the employment of the Employee, to provide the Employee with an opportunity to acquire LTIP Units (as defined in the agreement of limited partnership of the Partnership, as amended (the “Partnership Agreement”)) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the Plan and in the Partnership Agreement, in lieu of the Employee’s annual cash bonus amount payable for services performed in 2023, and thereby provide additional incentive for the Employee to promote the progress and success of the business of the Company, the Partnership and its Subsidiaries.
B.Schedule A hereto sets forth certain significant details of the LTIP Unit grant herein and is incorporated herein by reference. Capitalized terms used herein and not otherwise defined have the meanings provided in the Partnership Agreement and on Schedule A.
NOW, THEREFORE, the Company, the Partnership and the Employee hereby agree as follows:
AGREEMENT
The Employee shall be entitled to receive distributions with respect to Restricted LTIP Units to the extent provided for in the Partnership Agreement, as modified hereby, if applicable. The Distribution Participation Date (as defined in the Partnership Agreement) for the Restricted LTIP Units shall be the Grant Date.
The Employee shall have the right to vote the Restricted LTIP Units if and when voting is allowed under the Partnership Agreement.
-2-
The restrictions on Transfer provided for in this Section will also apply to Shares received upon redemption of or in exchange for LTIP Units or Common Partnership Units of the Partnership into which LTIP Units may have been converted.
-3-
[signature page follows]
-4-
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date and year first above written.
| JBG SMITH Properties | ||
| | ||
| | ||
| By: | ||
| | Name: | Steven Museles |
| | Title: | Chief Legal Officer and Secretary |
| JBG SMITH Properties LP | |||
| | |||
| | |||
| By: | |||
| | Name: | Steven Museles | |
| | Title: | Chief Legal Officer and Secretary |
| EMPLOYEE | |||
| | |||
| | |||
| Name: | |||
| | [ ] | ||
| |
-5-
EXHIBIT A
FORM OF LIMITED PARTNER SIGNATURE PAGE
The Employee, desiring to become one of the within named Limited Partners of JBG SMITH Properties LP, hereby accepts all of the terms and conditions of (including, without limitation, the provisions related to powers of attorney), and becomes a party to, the Second Amended and Restated Limited Partnership Agreement, dated as of December 17, 2020, of JBG SMITH Properties LP, as amended (the “Partnership Agreement”). The Employee agrees that this signature page may be attached to any counterpart of the Partnership Agreement and further agrees as follows (where the term “Limited Partner” refers to the Employee): Capitalized terms used but not defined herein have the meaning ascribed thereto in the Partnership Agreement.
Exhibit A-1
Exhibit A-2
| | Signature Line for Limited Partner: |
| | |
| | |
| Name: | |
| Date: | [ ] |
| | Address of Limited Partner: |
| | |
| | |
| | |
| | |
Exhibit A-3
EXHIBIT B
EMPLOYEE’S COVENANTS, REPRESENTATIONS AND WARRANTIES
The Employee hereby represents, warrants and covenants as follows:
The Employee also acknowledges that any delivery of the Background Documents and other information relating to the Company and the Partnership prior to the determination by the Partnership of the suitability of the Employee as a holder of LTIP Units shall not constitute an offer of LTIP Units until such determination of suitability shall be made.
Exhibit B-1
Exhibit B-2
Exhibit B-3
Exhibit B-4
EXHIBIT C
ELECTION TO INCLUDE IN GROSS INCOME IN YEAR OF TRANSFER OF PROPERTY PURSUANT TO SECTION 83(B) OF THE INTERNAL REVENUE CODE
The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:
1. | The name, address and taxpayer identification number of the undersigned are: |
Name: ____________________________________________________ (the “Taxpayer”)
Address: __________________________________________________________________
Social Security No./Taxpayer Identification No.: ____________________________
2. | Description of property with respect to which the election is being made: |
The election is being made with respect to LTIP Units in JBG SMITH Properties LP (the “Partnership”).
3. | The date on which the LTIP Units were transferred is January 2, 2024. The taxable year to which this election relates is calendar year 2024. |
4. | Nature of restrictions to which the LTIP Units are subject: |
(a) | With limited exceptions, until the substantial risk of forfeiture with respect to the LTIP Units lapses, the Taxpayer may not transfer in any manner any portion of the LTIP Units without the consent of the Partnership. |
(b) | The substantial risk of forfeiture with respect to Taxpayer’s LTIP Units will lapse upon the final assessment of certain corporate and individual performance against performance goals for the 2023 calendar year. LTIP Units not earned based on such assessment will be forfeited. |
5. | The fair market value at time of transfer (determined without regard to any restrictions other than a nonlapse restriction as defined in Treasury Regulations Section 1.83-3(h)) of the LTIP Units with respect to which this election is being made was $0 per LTIP Unit. |
6. | The amount paid by the Taxpayer for the LTIP Units was $0 per LTIP Unit. |
7. | A copy of this statement has been furnished to the Partnership and JBG SMITH Properties. |
Dated: | | |
| | |
| | |
| Name: |
C-1
SCHEDULE A TO AGREEMENT
(Terms being defined are in quotation marks.)
Date of Agreement: | |
Name of Employee: | |
Number of LTIP Units Subject to Grant: | |
“Grant Date”: | |
A-1