Separation Agreement, dated as of July 31, 2020, by and between JBG SMITH Properties and Robert A. Stewart
SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release (the “Agreement”) by and between JBG SMITH Properties, a Maryland real estate investment trust (together with its affiliates, the “Company”), with its principal offices in Bethesda, Maryland and Robert A. Stewart (the “Executive”).
The Executive is employed by the Company in the position of Executive Vice Chairman, pursuant to that certain Amended and Restated Employment Agreement, dated June 16, 2017, by and between the Company and Executive (the “Employment Agreement”), as further amended by that certain letter agreement dated February 21, 2020 (together, the “Amended Employment Agreement”); and
The Company and Executive have agreed upon a mutual separation of Executive’s employment and desire to set forth their agreement concerning the terms and conditions of the Executive's separation, including the precise nature and amount of compensation to be provided to Executive and any other rights and obligations of the Company and Executive following Executive’s separation.
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth below, the parties hereby agree as follows:
(a)Continued Vesting of JBG SMITH Properties LP Equity after Termination Date. All outstanding equity awards (including long-term incentive plan units (“LTIP Units”) and initial formation units (the (“Formation Units”)) held by Executive and the common partnership units held by Executive that are subject to the Unit Issuance Agreement (“OP Units”), in each case, that are unvested as of the Termination Date shall
remain outstanding following the Termination Date and shall continue to vest in accordance with their terms for so long as Executive continues to serve as a member of the Board, without requiring Executive's continued employment by the Company; provided, however, that if Executive’s service as a member of the Board terminates (a) upon his failure to be re-nominated to the Board, (b) upon his failure to be re-elected to the Board in a contested election, (c) upon his failing to receive a majority of the votes in an uncontested election, tendering his resignation from the Board (as required by the Company’s Governance Guidelines) and the acceptance by the Board of such resignation or (d) upon his death or Disability (as defined in the Amended Employment Agreement), then any equity awards and OP Units that are unvested as of such termination of Board service shall become immediately fully vested and non-forfeitable, or in the case of performance-based LTIP Units, shall remain outstanding and eligible to become earned and vested pursuant to Section 4(b) of the applicable award agreement (by treating such termination of Board service as a "Qualified Termination" under the award agreement). The provisions of this Section 3(a) shall constitute an amendment of (i) each Restricted Unit Agreement pursuant to which LTIP Units awarded to Executive are unvested as of the Termination Date, (ii) each Performance LTIP Unit Agreement pursuant to which performance-based LTIP Units awarded to Executive are unvested as of the Termination Date, (iii) the Formation Unit Agreement with Executive and (iv) the Unit Issuance Agreement with Executive. In addition, the Company acknowledges that Executive's continued service as a member of the Board constitutes "Continuous Service" under each Performance LTIP Unit Agreement with Executive.
(b)Vested Profits Interests. Any vested Formation Units (including Formation Units that become vested following the Effective Date, in accordance with Section 3(a) hereof) held by Executive shall remain convertible into LTIP Units until the tenth (10th) anniversary of the grant date, and, for the avoidance of doubt, any vested LTIP Units held by Executive shall remain exchangeable for common partnership units.
(c)Medical Benefits. The Company shall provide Executive medical insurance coverage substantially identical to that provided to other senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act) for 18 months following the Termination Date; provided however, that if this agreement to provide medical benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to Executive.
(d)Use of Support Staff. For the period beginning on the Termination Date and ending on December 31, 2020, the Company shall continue to provide to Executive, at the Company's sole cost and expense, his current executive assistant (or if she is for any reason not available, an executive assistant satisfactory to both Executive and the Company).
|(i)||release any Claims for payment of amounts payable under the Agreement;|
|(ii)||release any Claims for employee benefits under plans covered by ERISA to the extent any such Claim may not lawfully be waived or for any payments or benefits under any plans of the Company that have vested in accordance with the terms of such plans;|
|(iii)||release any Claim that may not lawfully be waived;|
|(iv)||release any Claim for indemnification and D&O insurance in accordance with the Employment Agreement and with applicable laws and the corporate governance documents of the Company; or|
|(v)||prohibit Executive from reporting possible violations of federal law or regulation or making other disclosures that are protected under (or claiming any award under) the whistleblower provisions of federal law or regulation.|
(c)Additional Representations. Executive further represents and warrants that Executive has not filed any civil action, suit, arbitration, administrative charge, or legal proceeding against any Released Party, nor has Executive assigned, pledged, or hypothecated as of the Effective Date any Claim to any person and no other person has an interest in the Claims that he is releasing.
(d)Acknowledgements by Executive. Executive further acknowledges and agrees that this Section 7 does not release, waive or discharge any rights or Claims that may arise for actions or omissions after the Effective Date; and Executive acknowledges that he is not releasing, waiving or discharging any ADEA Claims that may arise after the Effective Date; and Executive is entering into this Agreement and releasing, waiving and discharging rights or Claims only in exchange for consideration which he is not already entitled to receive.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the respective dates set forth below.
JBG SMITH PROPERTIES, a Maryland real estate investment trust
Name: Steven Museles
Title: Chief Legal Officer and Secretary
Date: July 28, 2020
Date: July 28, 2020