exhibit_10-1.htm


    Exhibit
      10.1

    


    AMENDMENT
      TO

    REALTY
      INCOME CORPORATION

    2003
      INCENTIVE AWARD PLAN

    (as
      amended
      and restated February 21, 2006)

    


    


    THIS
      AMENDMENT TO
      THE REALTY INCOME CORPORATION 2003 INCENTIVE AWARD PLAN (as amended and restated
      February 21, 2006), made as of May 15, 2007, is adopted by Realty
      Income Corporation, a Maryland corporation (the
“Company”).  Capitalized terms used but not otherwise defined herein
      shall have the respective meanings ascribed to them in the Plan (as defined
      below).

     

    WHEREAS,
      the
      Company maintains the Realty Income Corporation 2003 Incentive Award Plan,
      as
      amended and restated February 21, 2006 (the
“Plan”);

     

    WHEREAS,
      pursuant
      to Section 11.2 of the Plan, the Company reserved the right to amend the Plan;
      and

     

    NOW,
      THEREFORE, in
      consideration of the foregoing, the Plan is hereby amended as
      follows:

     

    
      	
               

            	
              1.

            	
              Section
                7.3(c) of the Plan is hereby amended in its entirety and restated
                as
                follows:

            


    

    “Shares
      of
      Restricted Stock granted on or after May 15, 2007 pursuant to clause B of
      Section 7.3(a)(ii)  shall vest based on Independent Directors’ Years
      of Service in accordance with the following schedule:


     

    
      	
              Years
                of Service at

               the
                Date of Grant

            	
               

            	
               

              Percentage
                Vested

            
	
              Less
                than
                five

            	
               

            	
              33-1/3%
                increments on each of the first three anniversaries of the date the
                shares
                of Restricted Stock are granted (rounded up to the nearest whole
                share)

               

            
	
              Six

            	
               

            	
              50%
                increments on each of the first two anniversaries of the date the
                shares
                of Restricted Stock are granted

               

            
	
              Seven

            	
               

            	
              100%
                vested
                on the first anniversary of the date the shares of Restricted Stock
                are
                granted

               

            
	
              Eight
                or
                more

            	
               

            	
              100%
                vested
                as of the date the shares of Restricted Stock are
                granted

            


    

     

    For
      purposes of
      this Plan, “Years of Service” for a Director shall mean each 365-day period of
      his or her continuous service to the Company as an Employee, Director or
      Consultant. The Committee shall have sole, final and binding authority to
      determine any questions regarding a Director’s Years of Service for purposes of
      the Plan.”

     

    
      	
               

            	
              2.

            	
              This
                Amendment shall be and is hereby incorporated in and forms a part
                of the
                Plan.

            


    

     

    
      	
               

            	
              3.

            	
              All
                other
                terms and provisions of the Plan shall remain unchanged except as
                specifically modified herein.

            


    

     

    Executed
      on this
      15th day of May, 2007.

     

                                    By:
/s/
      Michael R.
      Pfeiffer

                                    Michael
      R.
      Pfeiffer

                                    Executive
      Vice
      President, General Counsel