Form of JBG SMITH Properties Restricted Share Unit Award Agreement for Consultants
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 advisor or consultant to the Company or one of its affiliates listed on Schedule A (the “Consultant”).
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 retaining the services of the Consultant, to provide the Consultant 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 Consultant 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 Consultant hereby agree as follows:
“Cause” means the Consultant’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 Consultant’s incapacity due to physical or mental illness) that the Consultant fails to remedy within 30 days after written notice is delivered by the Company to the Consultant that specifically identifies in reasonable detail the manner in which the Company believes the Consultant 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 Consultant 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 Consultant’s incapacity due to physical or mental illness, the Consultant 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 Consultant shall not have returned to the substantial performance of his duties on a full-time basis, the service of the Consultant is terminated by the Company.
[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 Consultant:
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