Exhibit 10.2


 


	REALTY
    INCOME CORPORATION
 2021 INCENTIVE AWARD PLAN




 


RESTRICTED
STOCK GRANT NOTICE FOR NON-EMPLOYEE DIRECTORS


 


Capitalized terms not specifically
defined in this Restricted Stock Grant Notice (the “Grant Notice”) have the meanings given to them in the Realty
Income Corporation 2021 Incentive Award Plan (as amended from time to time, the “Plan”) .


 


Realty Income Corporation
(the “Company”) has granted to the participant listed below (“Participant”) the shares
of Restricted Stock described in this Grant Notice (the “Restricted Shares”), subject to the terms and conditions
of the Plan and the Restricted Stock Agreement attached hereto as Exhibit A (the “Agreement”), both of
which are incorporated into this Grant Notice by reference.


 


	Participant:	 
	Grant Date:	 
	Number of Restricted Shares:	 
	Vesting Commencement Date:	 
	Vesting Schedule:	 


 


(Signature Page Follows)






     


     


    







 


By Participant’s signature
below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan,
this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this
Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this
Grant Notice or the Agreement.


 


	REALTY INCOME CORPORATION	 	PARTICIPANT
	 	 	 
	By:	              	 	
	Name:	 	 	[Participant Name]
	Title:	 	 	 


 






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Exhibit
A


 


RESTRICTED
STOCK AGREEMENT


 


Capitalized terms not specifically
defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.


 


ARTICLE I.

GENERAL


 


1.1          
Issuance of Restricted Shares. The Company will issue the Restricted Shares to Participant effective as of the grant date
set forth in the Grant Notice and will cause (a) a stock certificate or certificates representing the Restricted Shares to be registered
in Participant’s name or (b) the Restricted Shares to be held in book-entry form. If a stock certificate is issued, the certificate
will be delivered to, and held in accordance with this Agreement by, the Company or its authorized representatives and will bear the restrictive
legends required by this Agreement. If the Restricted Shares are held in book-entry form, then the book-entry will indicate that the Restricted
Shares are subject to the restrictions of this Agreement.


 


1.2              
Incorporation of Terms of Plan. The Restricted Shares are subject to the terms and conditions set forth in this Agreement
and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms
of the Plan will control.


 


ARTICLE II.

VESTING, FORFEITURE AND ESCROW


 


2.1          
Vesting.


 


(a)               
Subject to Section 2.2 below, the Restricted Shares will become vested Shares (the “Vested Shares”) according
to the vesting schedule in the Grant Notice.


 


(b)               
In addition, the Restricted Shares will become Vested Shares (i) immediately prior to a Change in Control, provided that Participant
continues to be a Service Provider until immediately prior to such Change in Control, or (ii) upon Participant’s Termination of
Service due to death.


 


(c)               
In the event of Participant’s Termination of Service due to Participant’s Disability, the Restricted Shares will continue
to vest in accordance with the vesting schedule in the Grant Notice, so long as (i) Participant’s Disability is continuing and (ii)
Participant is not employed by another employer on the applicable vesting date.


 


2.2          
Forfeiture(a). Subject to Sections 2.1(b) and 2.1(c) above, in the event of Participant’s Termination of Service for
any reason, Participant will immediately and automatically forfeit to the Company any Shares that are not Vested Shares (the “Unvested
Shares”) at the time of Participant’s Termination of Service, except as otherwise determined by the Administrator
or provided in a binding written agreement between Participant and the Company; provided that a number of Unvested Shares shall vest on
the date of such Termination of Service equal to the number of Restricted Shares that would have vested on the vesting date next following
the date of the Termination of Service (had Participant not experienced a Termination of Service prior to such date), pro-rated based
on the number of days elapsed from the vesting date immediately preceding the date of the Termination of Service through the date of the
Termination of Service (as a portion of the number of days between such Vesting Date and the Vesting Date next following the date of the
Termination of Service), rounded down to the nearest whole Restricted Share. Upon forfeiture of Unvested Shares, the Company will become
the legal and beneficial owner of the Unvested Shares and all related interests and Participant will have no further rights with respect
to the Unvested Shares.


 






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2.3          
 Escrow.


 


(a)               
Unvested Shares will be held by the Company or its authorized representatives until (i) they are forfeited, (ii) they become Vested
Shares or (iii) this Agreement is no longer in effect. By accepting this Award, Participant appoints the Company and its authorized representatives
as Participant’s attorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unvested Shares to the Company
as may be required pursuant to the Plan or this Agreement and to execute such representations or other documents or assurances as the
Company or such representatives deem necessary or advisable in connection with any such transfer. The Company, or its authorized representative,
will not be liable for any good faith act or omission with respect to the holding in escrow or transfer of the Restricted Shares.


 


(b)               
As soon as reasonably practicable following the date on which an Unvested Share becomes a Vested Share, the Company will cause
the certificate (or a new certificate without the legend required by this Agreement, if Participant so requests) representing the Share
to be delivered to Participant or, if the Share is held in book-entry form, cause the notations indicating the Share is subject to the
restrictions of this Agreement to be removed.


 


2.4          
Rights as Stockholder. Except as otherwise provided in this Agreement or the Plan, upon issuance of the Restricted Shares
by the Company, Participant will have all the rights of a stockholder with respect to the Restricted Shares, including the right to vote
the Restricted Shares and to receive dividends or other distributions paid or made with respect to the Restricted Shares.


 


ARTICLE III.

TAXATION AND TAX WITHHOLDING


 


3.1         
Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors
the tax consequences of the Restricted Shares and the transactions contemplated by the Grant Notice and this Agreement. Participant is
relying solely on such advisors and not on any statements or representations of the Company or any of its agents.


 


3.2          
No Section 83(b) Elections. Participant agrees that Participant will not file an election under Section 83(b) of Code, with
respect to the Restricted Shares without the consent of the Administrator. If Participant files a Section 83(b) election without the consent
of the Administrator, all of the Unvested Shares shall thereupon automatically be forfeited, without proration (notwithstanding Section
2.2(a) hereof).


 


3.3          
Tax Withholding.


 


(a)               
The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in
accordance with the Plan of any withholding tax arising in connection with the Restricted Shares as Participant’s election to satisfy
all or any portion of the withholding tax by requesting the Company retain Shares otherwise deliverable under the Award.


 


(b)                Participant
acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Shares,
regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in
connection with the Restricted Shares. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the
treatment of any tax withholding in connection with the awarding, vesting or payment of the Restricted Shares or the subsequent sale
of the Restricted Shares. Participant represents that he or she has reviewed with his or her own tax advisors the federal, state,
local and foreign tax consequences of the transactions contemplated by this Agreement and that Participant is relying solely on such
advisors and not on any statements or representations of the Company or any of its agents. The Company and the Subsidiaries do not
commit and are under no obligation to structure this Award to reduce or eliminate Participant’s tax liability.


 



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ARTICLE IV.

RESTRICTIVE LEGENDS AND TRANSFERABILITY


 


4.1          
Legends. Any certificate representing a Restricted Share will bear the following legend or such other legend as may be determined
by the Company until the Restricted Share becomes a Vested Share:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT
BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 


4.2          
Transferability. Unless permitted by the Administrator, the Restricted Shares are subject to the restrictions on transfer
in the Plan and may not be sold, assigned or transferred in any manner unless and until they become Vested Shares. Any attempted transfer
or disposition of Unvested Shares prior to the time the Unvested Shares become Vested Shares will be null and void. The Company will not
be required to (a) transfer on its books any Restricted Share that has been sold or otherwise transferred in violation of this Agreement
or (b)  treat as owner of such Restricted Share or accord the right to vote or pay dividends to any purchaser or other transferee
to whom such Restricted Share has been so transferred. The Company may issue appropriate “stop transfer” instructions to its
transfer agent, if any, or make appropriate notations to the same effect in its records.


 


ARTICLE V.

OTHER PROVISIONS


 


5.1          
Adjustments. Participant acknowledges that the Restricted Shares are subject to adjustment, modification and termination
in certain events as provided in this Agreement and the Plan.


 


5.2          
Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the
Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address
or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant
at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice
given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will
be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited
with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by
a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.


 


5.3          
Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction
of this Agreement.


 


5.4          
Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended
to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary
to conform to Applicable Laws.


 






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5.5           Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees,
and this Agreement will inure to the benefit of the successors and assigns of the Company, including without limitation any acquirer of
the Company in a Change in Control. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will
be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.


 


5.6          
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant
is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Restricted Shares will be subject to
any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to
Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will
be deemed amended as necessary to conform to such applicable exemptive rule.


 


5.7          
Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect
to the subject matter hereof.


 


5.8          
Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the
provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining
provisions of the Grant Notice or this Agreement.


 


5.9          
Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein
provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed
as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights
of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Award.


 


5.10       
Not a Contract of Employment or Service. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant
any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights
of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant
at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement
between the Company or a Subsidiary and Participant.


 


5.11        
Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature,
subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.


 


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