exhibit_10-2.htm


    



    Exhibit
10.2

     

    AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

     

    THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by
and between Realty Income Corporation, a Maryland corporation (the “Company”),
and  __________________, an individual residing in the county of San Diego,
state of California (the “Employee”), and shall be effective as of
_________________, 2008 (the “Effective Date”).

     

    This
Agreement is intended to amend and restate the Employment Agreement dated as of
_______________, 200__ between the Company and the Employee (the “Prior
Agreement”).

     

    1.           Term.  The
Company hereby continues to employ the Employee for an indefinite term
commencing on the date hereof and continuing until this Agreement is terminated
by either party as provided hereinafter in Paragraph 10 (such period being
hereinafter sometimes referred to as the “term of this Agreement”).  The
Employee accepts such employment and agrees to perform the services specified
herein, all upon the terms and conditions hereinafter set forth.

     

    2.           Duties.  The
Employee shall perform such management and administrative duties as are from
time-to-time assigned to him by the Company.  If the Employee is elected an
officer of the Company during the term of this Agreement, the Employee will
serve in such capacity without further compensation.  The Employee also
agrees to perform, without additional compensation, such other services for the
Company and for any subsidiary or affiliated corporations of the Company or for
any partnerships in which the Company has an interest, as the Board of Directors
of the Company (the “Board”) shall from time-to-time specify.

     

    3.           Extent of
Services.  During the term of this Agreement, the Employee shall
devote his full time, attention and energy to the business of the Company and,
except as may be specifically permitted by the Board in writing, shall not be
engaged in any other business activity which would interfere with the
performance of his duties hereunder or be competitive with the business of the
Company.  The foregoing restrictions shall not be construed as preventing
the Employee from making passive investments in other businesses or enterprises;
provided, however, that such other investments will not require services on the
part of the Employee which would in any manner impair the performance of his
duties under this Agreement, and provided further that such other businesses or
enterprises are not engaged in any business competitive to the business of the
Company.

     

    4.           Salary.  During
the term of this Agreement, as compensation for the proper and satisfactory
performance of all duties to be performed by Employee hereunder, the Company
shall pay to the Employee a base salary of no less than
                
Dollars
($            ) per
year less required deductions for state and federal withholding tax, social
security and all other required employee taxes and payroll deductions. 
From time-to-time during the term of this Agreement, the amount of the
Employee’s base salary may be increased by and at the sole discretion of the
Company. The base salary shall be payable in installments in accordance with
regular payroll policies of the Company in effect from time-to-time during the
term of this Agreement.

     

    


    
      
        
          
             

             

          

           


        

        
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    5.           Annual Incentive
Plan.  The Employee shall participate in the 2003 Incentive Award
Plan of the Company as the same shall be adopted and amended from time to time
by the Compensation Committee of the Board.

     

    6.           Medical Insurance; Benefit
Plans.  During the term of this Agreement, the Employee shall be
entitled to participate, on the same terms as are applied to all other
employees, in any group medical insurance plan, qualified pension or profit
sharing plan or any other employee benefit plan from time-to-time maintained by
the Company.

     

    7.           Expenses. 
During the term of this Agreement, the Company shall pay to or reimburse the
Employee, upon submission of an appropriate statement by him documenting such
expenses as required by the Internal Revenue Code of 1986, as amended (the
“Code”), for all out-of-pocket expenses for entertainment, travel, meals, hotel
accommodations and the like reasonably incurred by him in the course of his
employment hereunder.

     

    8.           Vacation.  The
Employee shall be entitled to an annual vacation in accordance with the
Company’s Employee Handbook, as the same may be amended from time to time. 
Employee’s prior service with the Company shall be included in determining
vacation accrual and all other benefits.  Such vacation shall be scheduled
at such time as the Employee may choose, but shall be timed in such manner as to
avoid interference with the necessary performance of his duties hereunder. 
Unused vacation time shall accrue from year-to-year subject to the limitations
on carryover of vacation set forth in the Company’s Employee Handbook, as the
same may be amended from time to time.

     

    9.           Sick/Personal
Leave.  The Employee shall be entitled to sick/personal leave in
accordance with the Company’s Employee Handbook, as the same may be amended from
time to time.

     

    10.           Termination.

     

    
      	
               
      

            	
              a.

            	
              Death or Permanent
      Disability.  In the event that the Employee dies or is
      physically or mentally unable to perform substantially all of his duties
      hereunder, then this Agreement shall terminate upon the Employee’s death
      or disability, and (with the exception of any life or disability insurance
      benefits to which the Employee may be entitled) the Company shall have no
      further obligation hereunder to the Employee or his spouse or estate
      except to pay to the Employee (in the event of his disability) or the
      Employee’s spouse if she should survive him, or to the Employee’s estate
      if his spouse shall not survive him, the amount of the Employee’s base
      salary, and vacation, if any, accrued to the date of his death or
      disability.

            


    

     

    
      	
               
      

            	
              b.         Termination by the
      Company Without Cause/Constructive Termination.  This
      Agreement may be terminated by the Company without Cause (as defined in
      the Definitions Annex below) at any time upon written notice to the
      Employee, provided that in the event of the Company’s termination of this
      Agreement without Cause or Employee’s Constructive Termination (as defined
      in the Definitions Annex below), in either case prior to or
      more

            


    

     

    


    
      
        
          
             

             

          

           


        

        
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              than
      twelve months after a Change in Control (as defined in the Definitions
      Annex below) the Company shall (i) pay to the Employee in a single lump
      sum an amount equal to twelve (12) months’ base salary under this
      Agreement plus the average of the last three (3) years’ cash bonus paid to
      the Employee, (ii) pay any salary and accrued vacation pay to which the
      Employee may be entitled hereunder prorated through the date of
      termination and (iii) continue to provide Employee with group medical
      insurance at the Company’s expense (whether through reimbursement of
      Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
      (“COBRA”) premiums or otherwise in the Company’s discretion) for a period
      of twelve (12) months from the date of termination or until Employee
      becomes covered under another group medical insurance plan, whichever
      occurs first.  In the event of the Company’s termination of this
      Agreement without Cause or Employee’s Constructive Termination (as defined
      below), in either case on or within twelve months after a Change in
      Control, in lieu of the foregoing, the Company shall (i) pay to the
      Employee in a single lump sum an amount equal to eighteen (18) months’
      base salary under this Agreement plus the average of the last three (3)
      years’ cash bonus paid to the Employee, (ii) pay any accrued salary and
      vacation pay to which the Employee may be entitled hereunder prorated
      through the date of termination and (iii) continue to provide Employee
      with group medical insurance at the Company’s expense (whether through
      reimbursement of COBRA premiums or otherwise in the Company’s discretion)
      for a period of eighteen (18) months from the date of termination or until
      Employee becomes covered under another group medical insurance plan,
      whichever occurs first.  Notwithstanding the foregoing, the severance
      payments described in this Paragraph 10(b), other than the accrued salary
      and vacation described in clause (ii), shall be payable only in the event
      that the termination of this Agreement constitutes a “separation from
      service” within the meaning of Treasury Regulation Section 1.409A-1(h) (a
      “Separation from Service”), and any such severance payments pursuant to
      this Paragraph 10(b) shall be payable to the Employee on the sixtieth
      (60th)
      day following the Separation from Service.  In addition, in the
      event this Agreement is terminated by the Company or by the Employee
      pursuant to this Paragraph 10(b), such termination shall be upon the terms
      of, and the Company and the Employee shall execute, within fifty (50) days
      following the Separation from Service, the Severance Agreement and General
      Release substantially in the form of Exhibit A, attached hereto and
      incorporated herein by reference and no severance (other than the accrued
      salary and vacation described in clause (ii) above) shall be payable under
      this Agreement prior to the execution by Employee and his failure to
      revoke such Severance Agreement and General
  Release.

            


    

     

    
      	
               
      

            	
              c.

            	
              Termination by the
      Employee.  This Agreement may be terminated by the Employee
      without Cause at any time upon two (2) weeks’ written notice to the
      Company.

            


    

     

    


    
      
        
          
             

             

          

           


        

        
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              d.         Internal Revenue Code
      Section 409A.  Notwithstanding any provision to the contrary
      in this Agreement, if the Employee is deemed by the Company at the time of
      his Separation from Service to be a “specified employee” for purposes of
      Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement
      of any portion of the benefits to which the Employee is entitled under
      this Agreement is required in order to avoid a prohibited distribution
      under Section 409A(a)(2)(B)(i) of the Code, such portion of the Employee’s
      benefits shall not be provided to the Employee prior to the earlier of (i)
      the expiration of the six-month period measured from the date of the
      Separation from Service or (ii) the date of the Employee’s
      death.  Upon the expiration of the applicable Code Section
      409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph
      10(d) shall be paid in a lump sum to the Employee, and any remaining
      payments due under the Agreement shall be paid as otherwise provided
      herein.

            


    

     

    
      	
               
      

            	
              e.         Failure to
      Perform.  Notwithstanding any other provision of this
      Agreement, if the Employee shall be discharged by the Company for Cause or
      if Employee voluntarily terminates employment other than as a result of a
      Constructive Termination, then this Agreement shall automatically
      terminate (except for the provisions of Paragraphs 12 and 13, which shall
      continue in effect), and upon such termination, the Company shall have no
      further obligation to the Employee or his spouse or estate, except that
      the Company shall pay to the Employee, the amount of his base salary and
      vacation pay accrued to the date of such
  termination.

            


    

     

    11.           Corporate
Opportunity.  The Employee acknowledges the value to the Company of
his knowledge, contacts and working relationships involving the business of the
Company.  Employee agrees to utilize all of such capacities for the sole
use and benefit of the Company and to first offer to the Company any and all of
those opportunities which shall come to his knowledge which are within the area
of business of the Company.

     

    12.           Confidential
Information.  The Employee acknowledges that in the course of his
employment with the Company, he will receive certain trade secrets, know-how,
lists of customers, employee records and other confidential information and
knowledge concerning the business of the Company (hereinafter collectively
referred to as “information”) which the Company desires to protect.  The
Employee understands that such information is confidential, and he agrees not to
reveal such information to anyone outside the Company.  The Employee
further agrees that during the term of this Agreement and thereafter he will not
use such information in competing with the Company.  At such time as the
Employee shall cease to be employed by the Company, he shall surrender to the
Company all papers, documents, writings and other property produced by him or
coming into his possession by or through his employment hereunder and relating
to the information referred to in this paragraph, and the Employee agrees that
all such materials will at all times remain the property of the
Company.

     

    13.           Assignment of Proprietary
Information.  During the term of this Agreement, all patents,
processes and other proprietary information developed by the Employee in the
course of

     

    


    
      
        
          
             

             

          

           


        

        
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    his
employment shall be the sole and exclusive property of the Company.  The
Employee covenants and agrees to execute any documents or take any action
necessary to effectively transfer any rights he may have in such proprietary
information to the Company and to maintain the rights, interest and title of the
Company in and to such information.  Nothing herein shall be deemed to deny
Employee the protection afforded by California Labor Code Section
2870.

     

    14.          
Indemnification. 
The Company shall indemnify Employee against liability pursuant to an Indemnity
Agreement, which the Company and Employee executed concurrent with the Prior
Agreement.

     

    15.          
Notices. 
All notices, requests, consents and other communications under this Agreement
shall be in writing and shall be deemed to have been delivered on the date
personally delivered or on the date mailed, postage prepaid, by certified mail,
return receipt requested, or telegraphed and confirmed if addressed to the
respective parties as follows:

     

    If
to the
Employee:     ______________________________                                      

    
                    ___________________________________

     

                        ___________________________________


     

    If
to the Company:        Realty Income
Corporation

    Attention:  Chief Executive
Officer

                       600 La Terraza
Boulevard

                
Escondido, California  92025-3873

     

    Either
party hereto may designate a different address by providing written notice of
such new address to the other party hereto as provided in this Paragraph
15.

     

    16.           Specific
Performance.  The Employee acknowledges that a remedy at law for any
breach or attempted breach of Paragraphs 12 and 13 of this Agreement will be
inadequate, and therefore agrees that the Company shall be entitled to specific
performance and injunctive and other equitable relief in case of any such breach
or attempted breach, and further agrees to waive any requirement for the
securing or posting of any bond in connection with the obtaining of any such
injunctive or any other equitable relief.

    


    17.           Severability. 
In the event any term, phrase, clause,  paragraph, section, restriction,
covenant or agreement contained in this Agreement shall be held to be invalid or
unenforceable, the same shall be deemed, and it is hereby agreed that the same
are meant to be several and shall not defeat or impair the remaining provisions
hereof.

     

    18.           Waiver.  The
waiver by the Company of any breach of any provision of this Agreement by the
Employee shall not operate or be construed as a waiver of any subsequent or
continuing breach of this Agreement by the Employee.

     

    19.           Assignment. 
This Agreement may not be assigned by the Employee.  Neither of the
Employee nor his spouse or estate shall have any right to commute, encumber or
dispose of

     

    


    
      
        
          
             

             

          

           


        

        
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    any
right to receive payments under this Agreement, it being agreed that such
payments and the rights thereto are nonassignable and
nontransferable.

     

    20.           Binding Effect. 
Subject to the provisions of Paragraph 19, this Agreement shall be binding upon
and inure to the benefit of the parties hereto, the Employee’s heirs and
personal representatives, and the successors and assigns of the
Company.

     

    21.           Entire
Agreement.  This Agreement and the Indemnity Agreement referred to
herein sets forth the entire agreement and understanding between the parties
relating to the subject matter contained herein and supersedes all other
agreements, oral or written, between the parties relating to such subject
matter, including, but not limited to, the Prior Agreement and any and all other
agreements between the parties concerning employment, compensation, or profit
sharing (other than the Company’s equity compensation plans and any written
stock option or restricted stock agreement between the Company and Employee
setting forth the terms of equity compensation awards granted to Employees under
such plans).

     

    22.           Withholding. 
Any amounts payable under this Agreement shall be subject to any required
federal, state, local or other income, employment or other tax
withholdings.

     

    23.           Amendment.  This
Agreement may be amended only by an instrument in writing executed by both
parties hereto.

     

    24.           Governing Law. 
This Agreement shall be construed and enforced in accordance with and governed
by the law of the State of California.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first above written.

     

    REALTY
INCOME
CORPORATION                                                                                                EMPLOYEE

     

     

    By:      ______________________________                                       
________________________

     

    Title:    ______________________________              

     

    


    
      
        
          
             

             

          

           


        

        
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    DEFINITIONS

     

    For
purposes of this Agreement, “Cause,” “Change in Control” and “Constructive
Termination” shall have the following defined meanings:

     

    1.           “Cause”
means (a) theft, dishonesty or falsification of any employment or Company
records; (b) malicious or reckless disclosure of the Company’s confidential or
proprietary information; (c) 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 Employee with important matters or otherwise work
effectively with Employee, (2) contributed to the Company’s loss of significant
revenues or business opportunities, or (3) significantly and detrimentally
effected the business or reputation of the Company or any of its subsidiaries;
and/or (d) Employee’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 physical or mental disability.

     

    2.           “Change
in Control” shall mean the occurrence of any of the following:

     

    (a)           An
acquisition in one transaction or a series of related transactions (other than
directly from the Company or pursuant to awards granted under the Company’s
equity incentive plan or compensatory options or other similar awards granted by
the Company) of the Company’s voting securities by any individual or entity (a
“Person”), immediately after which such Person has beneficial ownership of fifty
percent (50%) or more of the combined voting power of the Company’s then
outstanding voting securities (other than a Non-Control Transaction, as defined
below);

     

    (b)           The
individuals who, immediately prior to the Effective Date, are members of the
Board (the “Incumbent Board”), cease for any reason to constitute at least a
majority of the members of the Board; provided, however, that if the election,
or nomination for election, by the Company’s common stockholders, of any new
director was approved by a vote of at least a majority of the Incumbent Board,
such new director shall, for purposes of this Agreement, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened “Election Contest”
(as described in Rule 14a-11 promulgated under the Securities Exchange Act of
1934, as amended) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board (a “Proxy Contest”)
including by reason of any agreement intended to avoid or settle any Election
Contest or Proxy Contest; or

     

    (c)           the
consummation of

     

    (i)           a
merger, consolidation or reorganization involving the Company
unless:

     

    (A)           the
stockholders of the Company, immediately before such merger, consolidation or
reorganization, own, directly or indirectly, immediately following such merger,
consolidation

     

    


    
      
        
          
             

             

          

           


        

        
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    or
reorganization, more than fifty percent (50%) of the combined voting power of
the outstanding voting securities of the corporation resulting from such merger
or consolidation or reorganization (the “Surviving Corporation”) in
substantially the same proportion as their ownership of the Company’s voting
securities immediately before such merger, consolidation or
reorganization,

     

    (B)           the
individuals who were members of the Incumbent Board immediately prior to the
execution of the agreement providing for such merger, consolidation or
reorganization constitute at least a majority of the members of the board of
directors of the Surviving Corporation, or a corporation beneficially owning,
directly or indirectly, a majority of the voting securities of the Surviving
Corporation, and

     

    (C)           no
Person, other than (i) the Company, (ii) any employee benefit plan (or any trust
forming a part thereof) that, immediately prior to such merger, consolidation or
reorganization, was maintained by the Company, the Surviving Corporation, or any
related entity or (iii) any Person who, together with its Affiliates,
immediately prior to such merger, consolidation or reorganization had beneficial
ownership of fifty percent (50%) or more of the Company’s then outstanding
voting securities, owns, together with its Affiliates, beneficial ownership of
fifty percent (50%) or more of the combined voting power of the Surviving
Corporation’s then outstanding voting securities.

     

    (A
transaction described in clauses (A) through (C) above is referred to herein as
a “Non-Control Transaction”);

     

    (d)           a
complete liquidation or dissolution of the Company; or

     

    (e)           an
agreement for the sale or other disposition of all or substantially all of the
assets or business of the Company to any Person.

     

    For
purposes of this Agreement, “Affiliate” shall mean, with respect to any Person,
any other Person that, directly or indirectly, controls, is controlled by, or is
under common control with, such Person.  Neither the Company nor any Person
controlled by the Company shall be deemed to be an Affiliate of any holder of
Common Stock.

     

    3.           “Constructive
Termination” means Employee’s resignation of employment within sixty (60) days
of one or more of the following events which remains uncured thirty (30) days
after Employee’s delivery of written notice thereof:

     

    (a)           the
delegation to Employee of duties or the reduction of Employee’s duties, either
of which substantially reduces the nature, responsibility, or character of
Employee’s position immediately prior to such delegation or
reduction;

     

    (b)           a
material reduction by the Company in Employee’s base salary in effect
immediately prior to such reduction;

     

    (c)           a
material reduction by the Company in the kind or level of employee benefits or
fringe benefits to which Employee was entitled prior to such reduction; or the
taking

     

    


    
      
        
          
             

             

          

           


        

        
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    of
any action by the Company that would adversely affect Employee’s participation
in any plan, program or policy generally applicable to employees of equivalent
seniority;  and

     

    (d)           the
Company’s relocation of Employee’s principal office location to a place more
than forty (40) miles from the Company’s present headquarters location (except
that reasonably required travel on the Company’s business shall not be
considered a relocation).

     

    


    
      
        
          
             

             

          

           


        

        
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    EXHIBIT
A

     

    SEVERANCE
AGREEMENT AND GENERAL RELEASE

     

    This
Severance Agreement and General Release is entered into as of
 _____________________, 20___, by and between Realty Income Corporation
(the “Company”), and ____________________ (hereinafter “Employee”).

     

    IN
CONSIDERATION of the severance compensation as herein provided, to which
Employee is not otherwise entitled, Employee does hereby unconditionally,
irrevocably and absolutely release and discharge the Company, and its directors,
officers, employees, shareholders, agents, successors and assigns and any
related or subsidiary corporations or entities, from any and all loss,
liability, claims, demands, causes of action, or suit of any type related
directly or indirectly or in any way connected with Employee’s termination of
employment with the Company.  This release includes, but is not limited to,
any claims of employment discrimination arising under federal or state laws,
including the Age Discrimination in Employment Act of 1967, as
amended.

     

    IN
FURTHER CONSIDERATION THEREOF, Employee irrevocably and absolutely agrees that
he will not prosecute nor allow to be prosecuted on his behalf, in any
administrative agency, whether federal or state, or in any court, whether
federal or state, or before any arbitrator, any claim, demand or grievance of
any type related to the matters released above, it being an intention of the
parties that with the execution by Employee of this Release, the Company, and
each of their officers, directors, employees, shareholders, agents, successors
and assigns and all subsidiary and related corporations and entities will be
absolutely, unconditionally and forever discharged of and from all obligations
to or on behalf of Employee related in any way to his termination of employment
with the Company.

     

    Employee
shall receive the following severance compensation:

     

    a)            
The total sum of
                  
($             ),
payable in a lump sum.

     

    b)           
Group medical insurance paid for by the Company for the employee and his family
(if currently covered) through
                 ,
or until Employee becomes covered under another group medical insurance plan,
whichever occurs first.

     

    Except
as set forth herein, Employee shall not be entitled to any benefits as an
employee or former employee of the Company.

     

    As
a condition of the foregoing payments and benefits, Employee agrees to preserve
the confidentiality of all trade secrets and other confidential information of
the Company and each of their affiliates, and will not now or in the future
disrupt, damage, impair or interfere with the business of the Company, or their
affiliates, whether by way of interfering with or raiding their employees,
disrupting their relationships with customers, agents, representatives or
vendors or otherwise.

     

    Employee
agrees to cooperate with the Company in accomplishing a smooth and orderly
transition in the transfer of responsibilities of Employee to other employees of
the Company,

     

    


    
      
        
          
             

             

          

           


        

        
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    particularly
including pending matters of which Employee has the principal knowledge and
background information.  In this regard, Employee agrees to respond in a
timely fashion to the questions which may be presented occasionally by the
Company.  Such cooperation and responses shall not entitle Employee to any
additional compensation beyond the severance compensation specified herein
above, so long as such cooperation and responses do not unreasonably interfere
with Employee’s other gainful employment or efforts to secure gainful
employment.

     

    Employee
does expressly waive all of the benefits and rights granted to him pursuant to
California Civil Code Section 1542, which provides and reads as
follows:

     

    “A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which
if known by him or her must have materially affected his or her settlement with
the debtor.”

     

    Employee
does certify that he has read all of this Severance Agreement and General
Release and the quoted Civil Code Section, and that he fully understands all of
the same, and that he has been given the opportunity, if he desires, to review
the terms of this Severance Agreement and General Release with
counsel.

     

    Employee
expressly declares and represents that no promise, inducement or agreement not
herein expressed has been made to him and that this Severance Agreement and
General Release contains the entire agreement between the parties, and that the
terms hereof are contractual and not a mere recital.

     

    This
Severance Agreement and General Release may be pleaded as a full and complete
defense to, and may be used as the basis for an injunction against, any action,
suit or other proceeding which may be prosecuted, instituted or attempted by
Employee in breach hereof.

     

    Employee
further agrees that in the event an action or proceeding is instituted by
Employee or the Company or any party released hereby in order to enforce the
terms or provisions hereof, the prevailing party shall be entitled to an award
of reasonable costs and attorneys’ fees.

     

    This
Severance Agreement and General Release shall bind Employee, his heirs,
successors, agents, representatives and assigns, and each of them.

     

    This
Severance Agreement and General Release shall inure to the benefit of the
successors and assigns of the respective parties hereto.

     

    Employee
acknowledges that he has been given twenty-one (21) days in which to consider
the terms of the release provisions contained herein.  The release
contained herein shall not become effective or enforceable until seven (7) days
after employee signs this release.  Payment to employee of the sums
provided under this Agreement shall commence seven (7) days after employee signs
this release.

     

    


    
      
        
          
             

             

          

           


        

        
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    IN
WITNESS WHEREOF, the undersigned have executed this Severance Agreement and
General Release as of the date first above written.

     

    REALTY
INCOME
CORPORATION                                                                                                EMPLOYEE

     

    


     

    By:       _______________________________                                      _______________________

     

    Title:    
_______________________________                  

     

     

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