Exhibit 10.1


 


 


REALTY
INCOME CORPORATION

2021 INCENTIVE AWARD PLAN


 


 


ARTICLE
I.

Purpose


 


The Plan’s purpose is
to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions
to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XII.


 


ARTICLE
II.

Eligibility


 


Service Providers are eligible
to be granted Awards under the Plan, subject to the limitations described herein.


 


ARTICLE
III.

Administration and Delegation


 


3.1          
Administration. The Plan shall be administered by the Administrator. The Administrator has authority to determine which
Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan.
The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award
Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator
may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or
appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion
and will be final and binding on all persons having or claiming any interest in the Plan or any Award.


 


3.2          
Delegation. To the extent Applicable Laws permit, the Committee or the Board may delegate any or all of its powers under
the Plan to one or more committees of the Board or directors or officers of the Company or any of its Subsidiaries. The Committee or the
Board, as applicable, may re-vest in itself any previously delegated authority at any time.


 


ARTICLE
IV.

Stock Available for Awards


 


4.1          
Number of Shares. Subject to adjustment under Article IX and the terms of this Article IV, the maximum number
of Shares which may be issued pursuant to Awards under the Plan shall be equal to the Overall Share Limit. As of the Plan’s effective
date, the Company will cease granting awards under the Prior Plan; however, Prior Plan Awards will remain subject to the terms of the
Prior Plan. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury
Shares.


 






     


     


    

 


4.2          Share
Recycling. If all or any part of an Award or Prior Plan Award expires, lapses or is terminated, exchanged for cash, surrendered,
repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company
acquiring Shares covered by the Award or Prior Plan Award at a price not greater than the price (as adjusted to reflect any Equity
Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award or Prior Plan Award, the
unused Shares covered by the Award or Prior Plan Award will, as applicable, become or again be available for Award grants under the
Plan. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized
for grant under Section 4.1 and shall not become or again be available for issuance pursuant to subsequent grants of Awards under
the Plan: (i) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock
Appreciation Right on exercise thereof; (ii) Shares purchased on the open market with the cash proceeds from the exercise of
Options; and (iii) Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the
applicable exercise or purchase price of an Award or Prior Plan Award and/or to satisfy any applicable tax withholding obligation
(including Shares retained by the Company from the Award or Prior Plan Award being exercised or purchased and/or creating the tax
obligation). The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not count against the
Overall Share Limit.


 


4.3          
Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 8,000,000 Shares may be
issued pursuant to the exercise of Incentive Stock Options.


 


4.4          
Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s
acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock
or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on
such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count
against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the
Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum
number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that
a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a
pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for
grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment
or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common
stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares
authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the
Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have
been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were
not Employees or Directors prior to such acquisition or combination.


 


4.5         
Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish
compensation for non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to
time determine the terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the
exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time
to time, provided that the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance
with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to
a non-employee Director as compensation for services as a non-employee Director during any fiscal year of the Company may not exceed $1,000,000.
The Administrator may make exceptions to these limits for individual non-employee Directors in extraordinary circumstances, as the Administrator
may determine in its discretion, provided that the non-employee Director receiving such additional compensation may not participate in
the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee Directors.


 






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4.6         
 Limitation on Number of Shares Subject to Awards. Notwithstanding any provision in the Plan to the contrary, and subject
to Section 9.2 hereof, (a) the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person
during any calendar year shall be three million two hundred thousand (3,200,000) and the maximum aggregate amount of cash that may be
paid in cash during any calendar year with respect to one or more Awards payable in cash shall be ten million dollars ($10,000,000) (together,
the “Individual Award Limits”).


 


ARTICLE
V.

Stock Options and Stock Appreciation Rights


 


5.1         
General. The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations
in the Plan, including any limitations in the Plan that apply to Incentive Stock Options. The Administrator will determine the number
of Shares covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the
conditions and limitations applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle
the Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable
portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share
on the date of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which
the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in
cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.


 


5.2          
Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price
and specify the exercise price in the Award Agreement. Unless otherwise determined by the Administrator, the exercise price will not be
less than 100% of the Fair Market Value on the grant date of the Option or Stock Appreciation Right.


 


5.3          
Duration. Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement,
provided that, unless otherwise determined by the Administrator, the term of an Option or Stock Appreciation Right will not exceed ten
years. Notwithstanding the foregoing, the Administrator may provide in the terms of any Option or Stock Appreciation Right that if the
Participant, prior to the end of the term of an Option or Stock Appreciation Right, violates the non-competition, non-solicitation, confidentiality
or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement
between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees
to exercise any Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such violation, unless the
Company otherwise determines.


 


5.4          
Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise,
in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation
Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award
is exercised and (ii) as specified in Section 10.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option
or Stock Appreciation Right may not be exercised for a fraction of a Share.


 


5.5          
Payment Upon Exercise. Subject to Section 11.8, any Company insider trading policy (including blackout periods) and
Applicable Laws, the exercise price of an Option must be paid by:


 






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(a)               
 cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company
may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;


 


(b)               
if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including
telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company
to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company
of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash
or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the
Administrator;


 


(c)               
to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant
valued at their fair market value;


 


(d)               
to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their
fair market value on the exercise date;


 


(e)               
to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines
is good and valuable consideration; or


 


(f)                
to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.


 


ARTICLE
VI.

Restricted Stock; Restricted Stock Units


 


6.1          
General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider,
subject to the Company’s right to require forfeiture of such shares or to repurchase all or part of such shares at their issue price
or other stated or formula price from the Participant if conditions the Administrator specifies in the Award Agreement are not satisfied
before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator
may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable
restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement
the terms and conditions for each Restricted Stock and Restricted Stock Unit Award, subject to the conditions and limitations contained
in the Plan.


 


6.2          
Restricted Stock.


 


(a)               
Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect
to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise,
if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property
other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability
as the shares of Restricted Stock with respect to which they were paid.


 


(b)               
Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any
stock certificates issued in respect of shares of Restricted Stock, together with a stock power endorsed in blank.


 






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6.3         
 Restricted Stock Units.


 


(a)               
Settlement. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably
practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election,
in a manner intended to comply with Section 409A.


 


(b)               
Stockholder Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted
Stock Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit.


 


(c)               
Dividend Equivalents. If the Administrator provides, a grant of Restricted Stock Units may provide a Participant with the
right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled
in cash or Shares and subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect
to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement.


 


ARTICLE
VII.

Other Stock or Cash Based Awards


 


Other Stock or Cash Based
Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including
annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject
to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement
of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock
or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject to the provisions of the
Plan, the Administrator will determine the terms and conditions of each Other Stock or Cash Based Award, including any purchase price,
performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth
in the applicable Award Agreement.


 


ARTICLE
VIII.

Non-employee director awards


 


8.1          
Annual Grant. During the term of the Plan, commencing as of the 2021 annual meeting of the Company’s stockholders,
subject to Section 4.5 hereof, each person who is a non-employee Director as of the date of each annual meeting of the Company’s
stockholders shall automatically be granted 4,000 shares of Restricted Stock (subject to adjustment as provided in Article IX hereof)
on the date of such annual meeting (the “Annual Grant”).


 


8.2          
Initial Grant. During the term of the Plan, commencing after the effective date of the Plan, subject to Section 4.5 hereof,
each person who is initially elected or appointed by the Board as a non-employee Director on a date other than the date of an annual
meeting of the Company’s stockholders shall automatically be granted 4,000 shares of Restricted Stock (subject to adjustment as
provided in Article IX hereof) on the date such non-employee Director is first elected or appointed (the “Initial Grant”).
For the avoidance of doubt, a non-employee Director elected for the first time to the Board at an annual meeting of stockholders shall
only receive an Initial Grant in connection with such election, and shall not also receive an Annual Grant on the date of such annual
meeting. Directors who are employees of the Company who subsequently retire from the Company and remain on the Board shall not receive
an Initial Grant but to the extent they are otherwise eligible, shall receive, at each annual meeting of stockholders after such Director’s
retirement from employment with the Company, an Annual Grant.


 






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8.3          
Vesting. Shares of Restricted Stock granted pursuant to Section 8.1 and 8.2 hereof shall vest based on the non-employee
Director’s Years of Service, in each case subject to the non-employee Director’s continued service on the applicable vesting
date and subject to the terms and conditions set forth in the applicable Award Agreement, as follows:


 


(a)               
Fewer Than Six Years of Service. For non-employee Directors with fewer than six Years of Service as of the date of grant,
one-third of the Restricted Shares subject to the Award shall vest on each of the first three anniversaries of the applicable grant date
(rounded up to the nearest whole share).


 


(b)               
Six Years of Service. For non-employee Directors with at least six, but fewer than seven, Years of Service as of the date
of grant, one-half of the Restricted Shares subject to the Award shall vest on each of the first two anniversaries of the applicable grant
date (rounded up to the nearest whole share).


 


(c)               
Seven Years of Service. For non-employee Directors with at least seven, but fewer than eight, Years of Service as of the
date of grant, the Restricted Shares subject to the Award shall vest in full on the first anniversary of the applicable grant date.


 


(d)               
Eight Years of Service. For non-employee Directors with eight or more Years of Service as of the date of grant, the Restricted
Shares subject to the Award shall be fully vested on the date of grant.


 


(e)               
For purposes of the Plan, “Years of Service” shall mean, each three hundred sixty-five (365)-day period
of a non-employee Director’s continuous service to the Company as an Employee, Director or Consultant (without duplication). The
Administrator shall have sole, final and binding authority to determine any questions regarding a Director’s Years of Service for
purposes of the Plan.


 


8.4          
As of the effective date of the Plan, (A) Awards granted to non-employee Directors pursuant to Section 8.1 and Section 8.2 shall
be in lieu of all future awards to non-employee Directors under Section 12.1 of the Prior Plan, and (B) the provisions of Section 8.1
and 8.2 hereof shall replace and supersede the relevant provisions of Section 12.1 of the Prior Plan.


 


ARTICLE
IX.

Adjustments for Changes in Common Stock

and Certain Other Events


 


9.1          
Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article IX,
the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may
include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant
price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under
this Section 9.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator
will determine whether an adjustment is equitable.


 






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9.2           Corporate
Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities,
or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or
exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase
Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring
transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting
principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action
taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or
accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the
Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator
determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits
intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to
facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:


 


(a)               
To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal
to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the
Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained
upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is
equal to or less than zero, then the Award may be terminated without payment;


 


(b)             To
provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything
to the contrary in the Plan or the provisions of such Award;


 


(c)               
To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be
converted into or substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined
by the Administrator;


 


(d)               
To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards
and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV
hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise
price), and the criteria included in, outstanding Awards;


 


(e)               
To replace such Award with other rights or property selected by the Administrator; and/or


 


(f)                
To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.


 






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9.3          
Change in Control. Notwithstanding Section 9.2 above, except as may be otherwise provided in an applicable Award Agreement,
if a Change in Control occurs and Awards are not continued, converted, assumed, or replaced with a comparable award (as determined by
the Administrator) by (i) the Company or (ii) a successor entity or its parent or subsidiary (an “Assumption”),
and provided that the Participant has not had a Termination of Service, then immediately prior to the Change in Control such Awards (other
than any Award that is regularly scheduled to vest based on the attainment of performance-based vesting conditions) will become fully
vested, exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards will lapse, in
which case, such Awards will be canceled upon the consummation of the Change in Control in exchange for the right to receive the Change
in Control consideration payable to other holders of Common Stock, which may be on such terms and conditions as apply generally to holders
of Common Stock under the Change in Control documents (including, without limitation, any escrow, earn-out or other deferred consideration
provisions) or such other terms and conditions as the Administrator may provide, and determined by reference to the number of Shares
subject to such Awards and net of any applicable exercise price; provided that to the extent that any Awards constitute “nonqualified
deferred compensation” that may not be paid upon the Change in Control under Section 409A without the imposition of taxes thereon
under Section 409A, the timing of such payments shall be governed by the applicable Award Agreement (subject to any deferred consideration
provisions applicable under the Change in Control documents); and provided, further, that if the amount to which a Participant would
be entitled upon the settlement or exercise of such Award at the time of the Change in Control is equal to or less than zero, then such
Award may be terminated without payment. An Award will be considered replaced with a comparable award if the Award is exchanged for an
amount of cash or other property with a value equal to the amount that could have been obtained upon the settlement of such Award in
such Change in Control (as determined by the Administrator), even if such cash or other property payable with respect to the unvested
portion of such Award remains subject to similar vesting provisions following such Change in Control. Notwithstanding the foregoing,
the Administrator will have full and final authority to determine whether an Assumption of an Award has occurred in connection with a
Change in Control.


 


9.4          
Administrative Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares,
merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary
transaction or change affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering
or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up
to sixty days before or after such transaction.


 


9.5          
General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will
have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of
Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided
with respect to an Equity Restructuring under Section 9.1 above or the Administrator’s action under the Plan, no issuance by
the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding,
the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements
and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any
adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger,
consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including
securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may
treat Participants and Awards (or portions thereof) differently under this Article IX.


 


ARTICLE
X.

General Provisions Applicable to Awards


 


10.1         Transferability.
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock
Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law,
except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic
relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant,
to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator
specifically approves.


 






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10.2          Documentation.
Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may
contain terms and conditions in addition to those set forth in the Plan.


 


10.3          
Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other
Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or
portions thereof) uniformly.


 


10.4         
Termination of Status. The Administrator will determine how the disability, death, retirement, authorized leave of absence
or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and
the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary
may exercise rights under the Award, if applicable.


 


10.5          
Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of,
any taxes required by law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax
liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates
(or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any
kind otherwise due to a Participant. Subject to Section 11.8 and any Company insider trading policy (including blackout periods), Participants
may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable to the order of the
Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is
permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from
the Award creating the tax obligation, valued at their fair market value, (iii) if there is a public market for Shares at the time the
tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted
by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company
sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional
instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding;
provided that such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted
by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will be
satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the
tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct
any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or
all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance
of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such
brokerage firm to complete the transactions described in this sentence.


 


10.6           Amendment
of Award; Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another
Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a
Non-Qualified Stock Option. The Participant’s consent to such action will be required unless (i) the change does not
materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under
Article IX or pursuant to Section 11.6. Notwithstanding the foregoing, except pursuant to Article IX, the Administrator
may not, without the approval of the stockholders of the Company, reduce the exercise price per share of outstanding Options or
Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options
or Stock Appreciation Rights when the exercise price per share of the original Options or Stock Appreciation Rights exceeds the fair
market value of the underlying Shares.


 






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10.7          
Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions
from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction,
(ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied,
including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has
executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy
any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator
determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue
or sell such Shares as to which such requisite authority has not been obtained.


 


10.8          
Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially
exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.


 


10.9          
Section 83(b) Election. No Participant may make an election under Section 83(b) of the Code with respect to any Award under
the Plan without the consent of the Administrator, which the Administrator may grant or withhold in its sole discretion. If, with the
consent of the Administrator, a Participant makes an election under Section 83(b) of the Code, the Participant shall be required to deliver
a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.


 


10.10       
Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the
Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively,
and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option
is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s
grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently
with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company
of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within
(i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the
date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness
or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant,
or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422
of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422
of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation
under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.


 






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ARTICLE
XI.


Miscellaneous


 


11.1          
 No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of
an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The
Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability
or claim under the Plan or any Award, except as expressly provided in an Award Agreement.


 


11.2          
No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have
any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares.
Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company
will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such
Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may
place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable
Laws.


 


11.3          
Effective Date and Term of Plan. The Plan will become effective on the date on which the Company’s stockholders approve
the Plan and will remain in effect until terminated by the Board. Notwithstanding anything to the contrary in the Plan, no Incentive Stock
Option may be granted under the Plan after the tenth anniversary of the earlier of (i) the date the Board adopted the Plan or (ii) the
date the Company’s stockholders approved the Plan, but Awards previously granted may extend beyond that date in accordance with
the Plan. If the Plan is not approved by the Company’s stockholders, the Plan will not become effective, no Awards will be granted
under the Plan and the Prior Plan will continue in full force and effect in accordance with its terms.


 


11.4          
Amendment of Plan. The Administrator may amend, suspend or terminate the Plan at any time, provided that no amendment, other
than an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without
the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination.
Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement,
as in effect before such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary
to comply with Applicable Laws.


 


11.5          
Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals
or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations
or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


11.6          
Section 409A.


 


(a)                General.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax
consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to
the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and
procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or
appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or
any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs
and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or
warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this
Section 11.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will
have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined
to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under
Section 409A.


 






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(b)               
Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A,
any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent
necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within
the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s
Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references
to a “termination,” “termination of employment” or like terms means a “separation from service.”


 


(c)               
Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s)
of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined
under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent
necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such
 “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth
in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without
interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the
Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be
made.


 


11.7          
Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer,
other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or
any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will
not be personally liable with respect to the Plan because of any act or omission, or any contract or other instrument executed, in his
or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify
and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or
delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’
fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission
concerning this Plan unless arising from such person’s own fraud or bad faith.


 


11.8          
Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering
the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise
transferring any Shares or other Company securities during a period of up to one hundred eighty days following the effective date of a
Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.


 


11.9           Data
Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use
and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its
Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the
Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the
Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number;
salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to
implement, manage and administer the Plan and Awards (the “Data”). The Company and its Subsidiaries and
affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s
participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the
Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country,
or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’
country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data,
in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any
required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares.
The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the
Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such
Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any
necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 11.9 in writing,
without cost, by contacting the local human resources representative. The Company may cancel Participant’s ability to
participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the
Participant refuses or withdraws the consents in this Section 11.9. For more information on the consequences of refusing or
withdrawing consent, Participants may contact their local human resources representative.


 






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11.10       
Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality
or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid
provisions had been excluded, and the illegal or invalid action will be null and void.


 


11.11       
Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between
a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified
in such Award Agreement or other written document that a specific provision of the Plan will not apply.


 


11.12       
REIT Status. The Plan shall be interpreted and construed in a manner consistent with the Company’s status as a REIT.
No Award shall be granted or awarded, and with respect to any Award granted under the Plan, such Award shall not vest, be exercisable
or be settled:


 


(a)               
to the extent that the grant, vesting, exercise or settlement of such Award could cause the Participant or any other person to
be in violation of Section 7.2 of the Company’s charter; or


 


(b)               
if, in the discretion of the Administrator, the grant, vesting, exercise or settlement of such Award could impair the Company’s
status as a REIT.


 


11.13       
Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Maryland,
disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State
of Maryland.


 


11.14       
Claw-back Provisions. All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively
receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company
claw-back policy, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and
Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.


 






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11.15       
Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the
Plan’s text, rather than such titles or headings, will control.


 


11.16       
 Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with
Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with
Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform
to Applicable Laws.


 


11.17       
Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any
pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as
expressly provided in writing in such other plan or an agreement thereunder.


 


11.18       
Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by
a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 10.5:
(a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter
as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive
an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting
an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to
any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will
pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no
obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy
the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee
an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.


 


ARTICLE
XII.


Definitions


 


As used in the Plan, the following
words and phrases will have the following meanings:


 


12.1          
“Administrator” means the Committee; provided, however, that (i) the full Board shall conduct the general
administration of the Plan with respect to Awards granted to non-employee Directors, and (ii) the Board or Committee may delegate its
authority as the Administrator hereunder to the extent permitted by Section 3.2 hereof.


 


12.2          
“Applicable Laws” means the requirements relating to the administration of equity incentive plans under
U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or
quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction
where Awards are granted.


 


12.3          
“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units or Other Stock or Cash Based Awards.


 


12.4          
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains
such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.


 






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12.5          
“Board” means the Board of Directors of the Company.


 


12.6          
 “Cause” with respect to a Participant, means, unless otherwise set forth in an Award Agreement, (a)
the Participant’s theft, dishonesty or falsification of any employment or Company records; (b) the Participant’s malicious
or reckless disclosure of the Company’s confidential or proprietary information; (c) the Participant’s commission of any immoral
or illegal act or any gross or willful misconduct, where the Company reasonably determines that such act or misconduct has (1) seriously
undermined the ability of the Company’s management to entrust the Participant with important matters or otherwise work effectively
with the Participant, (2) contributed to the Company’s loss of significant revenues or business opportunities, or (3) significantly
and detrimentally affected the business or reputation of the Company or any of its Subsidiaries; (d) the Participant’s. engagement
in any activity that is a material violation of the Company policy on sexual harassment, sexual misconduct, discrimination or other workplace
misconduct which (1) is a material violation of Company policy applicable thereto, or (2) brings or would reasonably be expected to bring
the Participant, the Company or its Subsidiaries into widespread public disrepute, contempt, scandal or ridicule, and/or (e) the Participant’s
failure or refusal to work diligently to perform tasks or achieve goals reasonably requested by the Board, provided such breach, failure
or refusal continues after the receipt of reasonable notice in writing of such failure or refusal and an opportunity to correct the problem.
 “Cause” shall not mean a Participant’s physical or mental disability.


 


12.7          
“Change in Control” means and includes each of the following:


 


(a)               
A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement
filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i)
and (ii) of subsection (c) below) whereby any “person” or related “group” of “persons” (as such
terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee
benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly
or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined
voting power of the Company’s securities outstanding immediately after such acquisition; or


 


(b)               
During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with
any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect
a transaction described in subsections (a) or (c)) whose election by the Board or nomination for election by the Company’s stockholders
was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the
two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority
thereof; or


 


(c)               
The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more
intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of
all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition
of assets or stock of another entity, in each case other than a transaction:


 





(i)                
which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets
or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly
or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately
after the transaction, and


 


(ii)              
 after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the
Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially
owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior
to the consummation of the transaction.


 






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Notwithstanding the foregoing,
if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral
of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A,
the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall only constitute
a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,”
as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


The Administrator shall have
full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred
pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided
that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event”
as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.


 


12.8          
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


12.9          
“Committee” means the Compensation Committee of the Board. To the extent required to comply with the
provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect
to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee
member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award
granted by the Committee that is otherwise validly granted under the Plan.


 


12.10       
“Common Stock” means the common stock of the Company.


 


12.11       
“Company” means Realty Income Corporation, a Maryland corporation, or any successor.


 


12.12       
 “Consultant” means any person, including any adviser, engaged by the Company or its parent or Subsidiary
to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders
services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote
or maintain a market for the Company’s securities; and (iii) is a natural person.


 


12.13       
“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner
the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated.
Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.


 


12.14       
“Director” means a Board member.


 






    16 


     


    

 


12.15       
“Disability” means a permanent and total disability under Section 22(e)(3) of the Code, as amended.


 


12.16       
 “Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent
value (in cash or Shares) of dividends paid on Shares.


 


12.17       
“Employee” means any employee of the Company or its Subsidiaries.


 


12.18       
“Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such
as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or
kind of Shares (or other Company securities) or the share price of Common Stock (or other Company securities) and causes a change in the
per share value of the Common Stock underlying outstanding Awards.


 


12.19       
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


12.20       
“Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (i) if
the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock
as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred,
as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Common Stock is not traded
on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales
occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal
or another source the Administrator deems reliable; or (iii) in any case the Administrator may determine the Fair Market Value in its
discretion.


 


12.21       
“Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d)
of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation,
as defined in Section 424(e) and (f) of the Code, respectively.


 


12.22       
“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option”
as defined in Section 422 of the Code.


 


12.23       
“Non-Qualified Stock Option” means an Option not intended or not qualifying as an Incentive Stock Option.


 


12.24       
“Option” means an option to purchase Shares, which Option may be either an Incentive Stock Option or
a Non-Qualified Stock Option.


 


12.25       
“Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly
or partially by referring to, or are otherwise based on, Shares or other property.


 


12.26       
“Overall Share Limit” means the sum of (i) 8,000,000 Shares; and (ii) any shares of Common Stock which
are subject to Prior Plan Awards which become available for issuance under the Plan pursuant to Article IV.


 


12.27       
 “Participant” means a Service Provider who has been granted an Award.


 


12.28       
“Performance Criteria” mean the criteria (and adjustments) that the Administrator may select for an
Award to establish performance goals for a performance period, which may include the following: net earnings or losses (either before
or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales
or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited
to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget
or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including
operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost
of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost control
measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per
share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion
or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market
share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer
service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other
legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability
or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition
activity; investment sourcing activity; environmental, social and governance initiatives; and marketing initiatives, any of which may
be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely
by reference to the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the
Company or a Subsidiary, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators
of performance relative to performance of other companies. The Committee may provide for exclusion of the impact of an event or occurrence
which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations, extraordinary
items, and other unusual, infrequently occurring or non-recurring charges or events, (b) asset write-downs, (c) litigation or claim judgments
or settlements, (d) acquisitions or divestitures, (e) reorganization or change in the corporate structure or capital structure of the
Company, (f) an event either not directly related to the operations of the Company, Subsidiary, division, business segment or business
unit or not within the reasonable control of management, (g) foreign exchange gains and losses, (h) a change in the fiscal year of the
Company, (i) the refinancing or repurchase of bank loans or debt securities, (j) unbudgeted capital expenditures, (k) the issuance or
repurchase of equity securities and other changes in the number of outstanding shares, (l) conversion of some or all of convertible securities
to Common Stock, (m) any business interruption event (n) the cumulative effects of tax or accounting changes in accordance with U.S.
generally accepted accounting principles, or (o) the effect of changes in other laws or regulatory rules affecting reported results.


 






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12.29       
“Plan” means this 2021 Incentive Award Plan.


 


12.30       
 “Prior Plan” means the Company’s 2012 Incentive Award Plan.


 


12.31       
“Prior Plan Award” means an award outstanding under the Prior Plan as of the effective date of the Plan.


 


12.32       
“REIT” means a real estate investment trust within the meaning of Section 856 through 860 of the Code.


 


12.33       
“Restricted Stock” means Shares awarded to a Participant under Article VI subject to certain vesting
conditions and other restrictions.


 






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12.34       
“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date,
one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date,
subject to certain vesting conditions and other restrictions.


 


12.35       
 “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.


 


12.36       
“Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs
and other interpretative authority thereunder.


 


12.37       
“Securities Act” means the Securities Act of 1933, as amended.


 


12.38       
“Service Provider” means an Employee, Consultant or Director.


 


12.39       
“Shares” means shares of Common Stock.


 


12.40       
“Stock Appreciation Right” means a stock appreciation right granted under Article V.


 


12.41       
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain
of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at
the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of
securities or interests in one of the other entities in such chain.


 


12.42       
“Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in
substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired
by the Company or any Subsidiary or with which the Company or any Subsidiary combines.


 


12.43       
“Termination of Service” means the date the Participant ceases to be a Service Provider.


 


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