Amended and Restated Employment Agreement, dated as of February 18, 2021, by and between JBG SMITH Properties and Madhumita Moina Banerjee
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This 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 Madhumita Moina Banerjee (“Executive”).
The Company and Executive are currently parties to that certain Employment Agreement, dated February 21, 2019 (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 her employment hereunder for Good Reason shall not be affected by her incapacity due to physical or mental illness.
Upon any termination of Executive’s employment hereunder, except as otherwise provided herein, Executive (or her beneficiary, legal representative or estate, as the case may be, in the event of her 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
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
/s/ Steven A. Museles
/s/ Madhumita Moina Banerjee
Name: Steven A. Museles
Madhumita Moina Banerjee
Title: Chief Legal Officer and Corporate Secretary
GENERAL RELEASE AND WAIVER OF CLAIMS
General Release AND WAIVER OF CLAIMS (this “Release”), by Madhumita Moina Banerjee (“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 Chief Financial 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 dated 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:
1.General Release. Executive knowingly and voluntarily waives, terminates, cancels, releases and discharges forever the Released Parties from any and all suits, actions, causes of action, claims, allegations, rights, obligations, liabilities, demands, entitlements or charges (collectively, “Claims”) that Executive (or Executive’s heirs, executors, administrators, successors and assigns) has or may have, whether known, unknown or unforeseen, vested or contingent, by reason of any matter, cause or thing occurring at any time before and including the date of this Release arising under or in connection with Executive’s employment or termination of employment with the Company, including, without limitation: Claims under United States federal, state or local law and the national or local law of any foreign country (statutory or decisional), for wrongful, abusive, constructive or unlawful discharge or dismissal, for breach of any contract, or for discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation, or any other unlawful criterion or circumstance, including rights or Claims under the Age Discrimination in Employment Act of 1967 (“ADEA”), violations of the Equal Pay Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1991, the Employee Retirement Income Security Act, the Worker Adjustment Retraining and Notification Act, the Family Medical Leave Act, including all amendments to any of the aforementioned acts; and violations of any other federal, state, or municipal fair employment statutes or laws, including, without limitation, violations of any other law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other Claims for compensation or bonuses, whether or not paid under any compensation plan or arrangement; breach of contract; tort and other common law Claims; defamation; libel; slander; impairment of economic opportunity defamation; sexual harassment; retaliation; attorneys’ fees; emotional distress; intentional infliction of emotional distress; assault; battery, pain and suffering; and punitive or exemplary damages. In addition, in consideration of the provisions of this Release, Executive further agrees to waive any and all rights under the laws of any jurisdiction in the United States, or any other country, that limit a general
release to those Claims that are known or suspected to exist in Executive’s favor as of the Effective Date (as defined below).
2.Surviving Claims. Notwithstanding anything herein to the contrary, this Release shall not:
release any Claims for payment of amounts payable under the Employment Agreement (including under Section 8[(b)][(e)] thereof);
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;
release any Claim that may not lawfully be waived;
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
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.
3.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 she is releasing.
4.Acknowledgements by Executive. Executive acknowledges and agrees that Executive has read this Release in its entirety and that this Release is a general release of all known and unknown Claims. Executive further acknowledges and agrees that:
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 she is not releasing,
waiving or discharging any ADEA Claims that may arise after the Effective Date of this Release;
Executive is entering into this Release and releasing, waiving and discharging rights or Claims only in exchange for consideration which she is not already entitled to receive;
Executive has been advised, and is being advised by the Release, to consult with an attorney before executing this Release; Executive acknowledges that she has consulted with counsel of her choice concerning the terms and conditions of this Release;
Executive has been advised, and is being advised by this Release, that she 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
Executive is aware that this Release shall become null and void if she revokes her 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.
5.Cooperation With Investigations and Litigation. Executive agrees, upon the Company’s request, to reasonably cooperate with the Company in any investigation, litigation, arbitration or regulatory proceeding regarding events that occurred during Executive’s tenure with the Company or its affiliate, including making herself reasonably available to consult with Company’s counsel, to provide information and to give testimony. Company will reimburse Executive for reasonable out-of-pocket expenses Executive incurs in extending such cooperation, so long as Executive provides advance written notice of Executive’s request for reimbursement and provides satisfactory documentation of the expenses. Nothing in this section is intended to, and shall not, restrict or limit the Executive from exercising his or her protected rights in Section 4 hereof or restrict or limit the Executive from providing truthful information in response to a subpoena, other legal process or valid governmental inquiry.
6.Non-Disparagement. Executive agrees not to make any defamatory or derogatory statements concerning the Company or any of its affiliates or predecessors and
their respective directors, officers and employees. Nothing in this section is intended to, and shall not, restrict or limit the Executive from exercising his or her protected rights in Section 2 hereof or restrict or limit the Executive from providing truthful information in response to a subpoena, other legal process or valid governmental inquiry or in the event of litigation between the Executive and the Company or its affiliates.
7.Governing Law. To the extent not subject to federal law, this Release will be governed by and construed in accordance with the law of the State of Maryland applicable to contracts made and to be performed entirely within that state.
8.Severability. If any provision of this Release should be declared to be unenforceable by any administrative agency or court of law, then remainder of the Release shall remain in full force and effect.
9.Captions; Section Headings. Captions and section headings used herein are for convenience only and are not a part of this Release and shall not be used in construing it.
10.Counterparts; Facsimile Signatures. This Release may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original instrument without the production of any other counterpart. Any signature on this Release, delivered by either party by photographic, facsimile or PDF shall be deemed to be an original signature thereto.
IN WITNESS WHEREOF, Executive has signed this Release on _________ ____, 20___. [To be dated on or after the Termination Date.]