Form of JBG SMITH Properties Restricted Share Unit Award Agreement for Employees
JBG SMITH PROPERTIES
2017 OMNIBUS SHARE PLAN
RESTRICTED SHARE UNIT AGREEMENT
RESTRICTED SHARE UNIT AGREEMENT (the “Restricted Share Unit Agreement” or “Award Agreement”) made as of the Grant Date set forth on Schedule A hereto between JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
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 the right to acquire common shares of beneficial interest, par value $0.01 per share, of the Company (the “Shares”) having the terms and conditions set forth herein and in the Plan, and thereby provide additional incentive for the Employee to promote the progress and success of the business of the Company and its Subsidiaries.
B.Schedule A hereto sets forth certain significant details of the Restricted Share Unit grant herein and is incorporated herein by reference. Capitalized terms used herein and not otherwise defined have the meanings provided in the Plan or on Schedule A.
NOW, THEREFORE, the Company and the Employee hereby agree as follows:
“Cause” means the Employee’s: (a) conviction of, or plea of guilty or nolo contendere to, a felony, (b) willful and continued failure to use reasonable best efforts to substantially perform his duties (other than such failure resulting from the Employee’s incapacity due to physical or mental illness) that the Employee fails to remedy within 30 days after written notice is delivered by the Company to the Employee that specifically identifies in reasonable detail the manner in which the Company believes the Employee has not used reasonable efforts to perform in all material respects his duties hereunder, or (c) willful misconduct (including, but not limited to, a willful breach of the provisions of any agreement with the Company with respect to confidentiality, ownership of documents,
non-competition or non-solicitation) that is materially economically injurious to the Company or its affiliates. For purposes of this paragraph, no act, or failure to act, by the Employee 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.
“Disability” means if, as a result of the Employee’s incapacity due to physical or mental illness, the Employee shall have been substantially unable to perform his duties for a continuous period of 180 days, and within 30 days after written notice of termination is given after such 180-day period, the Employee shall not have returned to the substantial performance of his duties on a full-time basis, the employment of the Employee is terminated by the Company.
“Good Reason” means (a) a reduction by the Company in the Employee’s base salary, (b) a material diminution in the Employee’s position, authority, duties or responsibilities, (c) a relocation of the Employee’s location of employment to a location outside of the Washington D.C. metropolitan area, or (d) the Company’s material breach of the Award Agreement, provided, in each case, that the Employee terminates employment within 90 days after the Employee has actual knowledge of the occurrence, without the written consent of the Employee, of one of the foregoing events that has not been cured within 30 days after written notice thereof has been given by the Employee to the Company setting forth in reasonable detail the basis of the event (provided such notice must be given to the Company within 30 days of the Employee becoming aware of such condition).
“Retirement” means the termination of employment of the Employee after the Employee has met all of the following conditions: (a) the Employee has attained at least age 50, (b) the Employee has completed at least ten (10) years of service with the Company and its affiliates (including any predecessors thereto), (c) the sum of his or her age and years of service with the Company and its affiliates (including any predecessors thereto) equals or exceeds seventy (70) and (d) the Employee has provided at least six (6) months’ notice of his or her termination of employment to the Company or its applicable affiliate.
[signature page follows]
IN WITNESS WHEREOF, this Restricted Share Unit Agreement has been executed by the parties hereto as of the date and year first above written.
JBG SMITH Properties
Chief Legal Officer and Secretary
SCHEDULE A TO RESTRICTED SHARE UNIT AGREEMENT
(Terms being defined are in quotation marks.)
Date of Restricted Share Unit Agreement:
February [ ], 2021
Name of Employee:
Number of Restricted Share Units Subject to Grant:
February [ ], 2021
[Insert 25% of the total number of Restricted Share Units subject to grant.]
“Vesting Date” (or if such date is not a business day, on the next succeeding business day):
January 1, 2022, January 1, 2023, January 1, 2024, January 1, 2025