Second Amended and Restated Employment Agreement, dated as of February 18, 2021, by and between JBG SMITH Properties and David P. Paul
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Second Amended and Restated Employment Agreement (the “Agreement”), dated as of February 18, 2021, 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 David P. Paul (“Executive”).
The Company and Executive are currently parties to that certain Amended and Restated Employment Agreement, dated June 16, 2017 (the “Prior Agreement”);
The Company and Executive now desire to enter into this Agreement, which shall amend, restate and supersede the Prior Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth below, the parties hereby agree as follows:
For purposes of this Section 6(c), no act, or failure to act, by Executive will be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company.
Executive’s continued employment during the 90-day period referred to above in this paragraph (d) shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. Executive’s right to terminate his employment hereunder for Good Reason shall not be affected by his incapacity due to physical or mental illness.
Upon any termination of Executive’s employment hereunder, except as otherwise provided herein, Executive (or his beneficiary, legal representative or estate, as the case may be, in the event of his death) shall be entitled to such rights in respect of any equity awards theretofore made to Executive, and to only such rights, as are provided by the plan or the award agreement pursuant to which such equity awards have been granted to Executive or other written agreement or arrangement between Executive and the Company.
in either case such amount will be prorated based on the number of days in the year up to and including the Date of Termination and divided by 365.
As a condition to the payments and other benefits pursuant to Section 8(b), Executive must execute a separation and general release agreement in the form attached hereto as Exhibit A (the “Release”), which must become effective within 55 days following the Date of Termination; provided, however, that if Executive’s Date of Termination occurs on or after November 1 of a given calendar year, any such payments (except as provided in Section 8(b)(ii)(B)) shall, subject to Section 9 hereof, be paid (or commence to be paid) in January of the immediately following calendar year.
If to Executive:
Address on file with the Company
With a copy to:
Katzke & Morgenbesser LLP
1345 Avenue of the Americas
New York, NY 10105
Attention: Michael S. Katzke, Esq.
If to the Company:
JBG SMITH Properties
4747 Bethesda Avenue, Suite 200
Bethesda, MD 20814
Attention: Chief Legal Officer
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.
JBG SMITH Properties, a Maryland real estate investment trust
Name: Steven A. Museles
David P. Paul
Title: Chief Legal Officer and Corporate Secretary
GENERAL RELEASE AND WAIVER OF CLAIMS
General Release AND WAIVER OF CLAIMS (this “Release”), by David P. Paul (“Executive”) in favor of JBG SMITH Properties, a Maryland real estate investment trust (together with its affiliates, the “Company”), stockholders, beneficial owners of its stock, its current or former officers, directors, employees, members, attorneys and agents, and their predecessors (including Vornado Realty Trust, a Maryland real estate investment trust and Vornado Realty L.P., a Delaware limited partnership (the “Vornado Parties”), and JBG Properties Inc., a Maryland corporation and JBG/Operating Partners, L.P., a Delaware limited partnership), successors and assigns, individually and in their official capacities (together, the “Released Parties”).
WHEREAS, Executive has been employed as President and Chief Operating Officer;
WHEREAS, Executive’s employment with the Company was terminated, effective as of _______________ (the “Termination Date”); and
WHEREAS, Executive is seeking certain payments under Section 8[(b)][(e)] of the Employment Agreement entered into by JBG SMITH Properties and the Executive effective as of February 18, 2021 (the “Employment Agreement”), with Company that are conditioned on the effectiveness of this Release.
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties agree as follows:
|(i)||release any Claims for payment of amounts payable under the Employment Agreement (including under Section 8[(b)][(e)] thereof);|
|(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.|
|(i)||this Release does not release, waive or discharge any rights or Claims that may arise for actions or omissions after the Effective Date of this Release and Executive acknowledges that he is not releasing, waiving or discharging any ADEA Claims that may arise after the Effective Date of this Release;|
|(ii)||Executive is entering into this Release and releasing, waiving and discharging rights or Claims only in exchange for consideration which he is not already entitled to receive;|
|(iii)||Executive has been advised, and is being advised by the Release, to consult with an attorney before executing this Release; Executive|
|acknowledges that he has consulted with counsel of his choice concerning the terms and conditions of this Release;|
|(iv)||Executive has been advised, and is being advised by this Release, that he has been given at least  days within which to consider the Release, but Executive can execute this Release at any time prior to the expiration of such review period; and|
|(v)||Executive is aware that this Release shall become null and void if he revokes his agreement to this Release within seven (7) days following the date of execution of this Release. Executive may revoke this Release at any time during such seven-day period by delivering (or causing to be delivered) to the Company written notice of his revocation of this Release no later than 5:00 p.m. Eastern time on the seventh (7th) full day following the date of execution of this Release (the “Effective Date”). Executive agrees and acknowledges that a letter of revocation that is not received by such date and time will be invalid and will not revoke this Release.|
IN WITNESS WHEREOF, Executive has signed this Release on _________ ____, 20___. [To be dated on or after the Termination Date.]