Retirement Agreement and General Release, dated as of March 19, 2019, between Donald A. Miller, CFA and Piedmont Office Realty Trust, Inc

Exhibit 10.1

RETIREMENT AGREEMENT AND GENERAL RELEASE

This Retirement Agreement and General Release (this “Agreement”) is made and entered into by and between Piedmont Office Realty Trust, Inc. (“Employer”) and Donald A. Miller (“Executive”).

WHEREAS, Executive’s employment with Employer will end on June 30, 2019, as the result of Executive’s retirement (the “Retirement Date”).

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, covenant and agree as follows.

Items (i) through (v) above are collectively referred to as the “Accrued Benefits”. The Accrued Benefits shall be paid by Employer to Employee in cash within 30 days after the Retirement Date. Executive acknowledges that other than the Accrued Benefits, he is not entitled to any additional payments or benefits under his Employment Agreement.

Executive acknowledges that in the absence of his executing, and not revoking, this Agreement, he would not otherwise be entitled to accelerated vesting of the Units described in this Section 3 (the “Retirement Benefits”).

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED THEREIN. THE PARTIES HAVE OBTAINED AND CONSIDERED SUCH LEGAL COUNSEL AS EACH DEEMS NECESSARY TO ENTER INTO THIS AGREEMENT. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATE(S) SET FORTH BELOW.

EXHIBIT A

SUPPLEMENTAL RELEASES

Donald A. Miller (“Executive”) unconditionally, irrevocably and absolutely releases and discharges Piedmont Office Realty Company, Inc. (“Company”) and any and all parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of Company, past and present, as well as Company’s past and present employees, officers, directors, partners, members, shareholders, insurers, employee benefit plans and fiduciaries, attorneys, agents, successors and assigns (collectively, “Released Parties”), from all claims related in any way to the transactions or occurrences between them at any time up to and including the date of Executive’s execution of this Supplemental Release, to the fullest extent permitted by law, including, but not limited to, Executive’s employment with Company, the termination of Executive’s employment, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Executive’s employment with Company that may be released under applicable law (the “Released Claims”). This Supplemental Release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims, including, but not limited to alleged violations of federal, state or local law (including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, the Family and Medical Leave Act, the Civil Rights Act of 1866, the Employee Retirement Income Security Act (with respect to unvested benefits), and all claims for attorneys’ fees, costs and expenses.

This Supplemental Release is not intended to bar, and the defined term “Released Claims” does not include, any claims that, as a matter of law, whether by statute or otherwise, may not be waived, such as claims for workers’ compensation benefits or unemployment insurance benefits or Executive’s right to provide information to, participate in a proceeding before, or pursue relief from the National Labor Relations Board, the Equal Employment Opportunity Commission (the “EEOC”), or the Securities and Exchange Commission (“SEC”), and other similar federal, state, or local government agencies (collectively, “Government Agencies”). Provided, however, that if Executive does pursue an administrative claim that may not be waived as a matter of law, or such a claim is pursued on Executive’s behalf, Executive expressly waives Executive’s individual right to recovery of any type, including monetary damages or reinstatement, for any such claim, except that this limitation on monetary recovery will not apply to claims for workers’ compensation, unemployment insurance benefits, or proceedings before the SEC.

Employer, on behalf of itself and anyone claiming through it, unconditionally, irrevocably and absolutely releases and discharges Executive, his heirs, executors and assigns (the “Executive Parties”) from all claims related in any way to the transactions or occurrences between them at any time up to and including the date of Employer’s execution of this Supplemental Release, to the fullest extent permitted by law, which are known by the General Counsel and/or the Chief Executive Officer of Employer as of the date of execution of this Supplemental Release (the “Employer Released Claims”); provided that such released claims shall not include any claim with respect to which (i) in the case of any civil action or proceeding, Executive did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Employer, or (ii) in the case of any criminal action or proceeding, Executive had reasonable cause to believe his conduct was unlawful.

Executive and Employer acknowledge that they may discover facts or law different from, or in addition to, the facts or law that they know or believe to be true with respect to the Released Claims and Employer Released Claims and agree, nonetheless, that the Supplemental Release shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.

Executive and Employer declare and represent that they intend this Supplemental Release to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release of the Released Claims and intend the release herein to be final and complete. Executive and Employer execute this Supplemental Release with the full knowledge that the release herein covers all Released Claims against the Released Parties, and are Employer Related Claims against the Executive Parties to the fullest extent permitted by law.

By execution of this Supplemental Release, Executive represents that (a) Executive has been paid or otherwise received all wages, vacation, bonuses, or other amounts owed to Executive by Employer, other than those specifically addressed in the Retirement Agreement and General Release, and (b) Executive has not been denied any request for leave or accommodation to which Executive believes Executive was legally entitled, and Executive was not otherwise deprived of any of Executive’s rights under the Family and Medical Leave Act, the Americans with Disabilities Act, or any similar state or local statute.

Executive does not release any right to indemnification under the charter and bylaws of Employer, or any of Executive’s rights as a shareholder.

Except as otherwise provided in this Supplemental Release, Executive agrees that Executive is precluded from and is waiving all rights to sue based on the Released Claims or to obtain equitable, remedial or punitive relief from any or all of the Released Parties of any kind whatsoever based on the Released Claims, including, without limitation, reinstatement, back pay, front pay, attorneys’ fees and any form of injunctive relief. Executive represents that, as of the date of Executive’s signing this Supplemental Release, Executive has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company or any of the other Released Parties in any court or with any governmental agency and, to the best of Executive’s knowledge, no person or entity has filed any such lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company or any of the other Released Parties on Executive’s behalf. Executive further represents that Executive has not assigned, or purported to assign, Executive’s right to file any such lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company or any of the other Released Parties to any other person or entity.

This Supplemental Release is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). Executive is advised to consult with an attorney before executing this Supplemental Release.

THE PARTIES TO THIS SUPPLEMENTAL RELEASE HAVE READ THE FOREGOING SUPPLEMENTAL RELEASE AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED THEREIN. THE PARTIES HAVE OBTAINED AND CONSIDERED SUCH LEGAL COUNSEL AS EACH DEEMS NECESSARY TO ENTER INTO THIS SUPPLEMENTAL RELEASE. WHEREFORE, THE PARTIES HAVE EXECUTED THIS SUPPLEMENTAL RELEASE ON THE DATES SHOWN BELOW.