Exhibit 10.1


[Orion Letterhead]


 


[DATE]


 


[NAME]

[ADDRESS]

[ADDRESS]


 


		RE:	Terms
                                            of Employment



 


Dear [_____]:


 


Orion Office
REIT, Inc., a Maryland corporation (the “REIT”), and Orion Services LLC, a [Maryland] limited liability
company (the “Employer”, and together with the REIT, the “Company”) are pleased to
offer you employment with the Company on the terms and conditions set forth in this letter (the “Agreement”),
effective as of [______], 2021 (the “Effective Date”).


 


		1.	Term of Employment



 


Your employment hereunder shall commence on the Effective Date and
continue indefinitely until terminated in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in the
foregoing, your employment hereunder is terminable at will by the Company or by you at any time (for any reason or for no reason), subject
to the provisions of Section 11 below.


 


		2.	Position & Title



 


Your title will be [_________] of the Company, reporting to the [Company’s
board of directors (the “Board”)] [Chief Executive Officer of the Company] or such other senior executive officer
of the Company as the Chief Executive Officer of the Company may designate. In this capacity, you will have the duties, authorities and
responsibilities as are usual and customary for such position. You shall devote substantially all of your business time and attention
and your best efforts to the performance of your duties and responsibilities hereunder. Notwithstanding the foregoing, you may (i) participate
in charitable, academic or community activities (including service on charitable boards), and (ii) participate in trade or professional
organizations; provided that such activities do not, either individually or in the aggregate, otherwise interfere or conflict with the
performance of your duties and responsibilities to the Company, provided further, that with respect to the activities in subclause (ii) above,
you have received prior written consent from the [Board] [Company’s board of directors (the “Board”)].
At all times during your employment with the Company, you agree to adhere to all of the Company’s written policies, rules and
regulations governing the conduct of its employees that are provided to you, including without limitation, any compliance manual, code
of ethics and employee handbook and other policies adopted by the Company from time to time.


 


		3.	Location



 


You will work primarily out the Company’s offices in [Phoenix,
Arizona / New York, New York], provided that you may also be required to travel on Company business from time to time.


 






     


     


    

 


		4.	Base Salary



 


Effective as of the Effective Date and during your employment with
the Company, you will be paid a base salary at the rate of $[______] per annum, payable in periodic installments according to the Company’s
normal payroll practices (as adjusted from time to time in accordance herewith, the “Base Salary”). The Base
Salary is subject to periodic review by the Compensation Committee of the Board of Directors of the Company (the “Compensation
Committee”), but shall not be decreased below this level without your consent.


 


		5.	Annual Bonus



 


You will be eligible to receive an annual bonus (“Annual
Bonus”) for each completed calendar year that you are employed by the Company, beginning in calendar year 2022, with a
target annual bonus opportunity equal to [_____]% of your Base Salary (“Target Bonus”), based upon the achievement
of individual performance goals established by the Compensation Committee [in consultation with the Chief Executive Officer]. Any Annual
Bonus for a completed calendar year will be paid by the Company at the same time that bonuses are generally paid to other senior executives
of the Company, but in no event later than March 15th of the calendar year following the calendar year in which such
Annual Bonus was earned, provided, however, that you must be employed by the Company on the date of payment to be eligible to receive
such Annual Bonus (except as otherwise provided herein).


 


		6.	Employee Benefits



 


During your employment with the Company, you will be entitled to the
standard employee benefits provided by the Company to its employees generally (currently including participation in the 401(k) plan,
health care coverage, group life insurance and group disability coverage), which benefits are subject to change from time to time at
the Company’s sole discretion. You will be entitled to four (4) weeks of paid vacation for each full calendar year of service,
to be taken and accrued under the Company’s vacation policy.


 


		7.	Equity Awards



 


You will be eligible to receive an annual long term incentive equity
award with respect to shares of the Company’s common stock for each calendar year during your employment with the Company beginning
with calendar year 2022 as determined by the Compensation Committee. Any such long term incentive equity award shall be subject to such
terms and conditions, including, but not limited to, amount, type(s) of award, number of shares, and vesting, as may be determined
by the Compensation Committee in its discretion [and in consultation with the Chief Executive Officer].


 


		8.	Indemnification



 


The Company will provide you with indemnification rights and directors
and officers insurance coverage pursuant to the Company’s standard form of Indemnification Agreement, a copy of which has been
provided to you.


 


		9.	Expenses



 


You shall be entitled to reimbursement of reasonable business expenses,
in accordance with the Company’s policy, as in effect from time to time, including, without limitation, reasonable travel and entertainment
expenses incurred by you in connection with the business of the Company, after the presentation by you of appropriate documentation.


 






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		10.	Termination of Employment



 


		(a)	Death
                                            or Disability. Your employment with the Company hereunder, shall terminate automatically
                                            upon your death. Either you or the Company may terminate your employment hereunder in the
                                            event of your Disability.



 


		(b)	Termination
                                            by the Company. The Company may terminate your employment with or without Cause (as defined
                                            below) at any time upon written notice to you.



 


		(c)	Termination
                                            by the Executive. You may terminate your employment for any reason upon not less than
                                            thirty (30) days written notice to the Company (which the Company may, in its sole discretion,
                                            make effective earlier than any notice date).



 


		(d)	Termination
                                            of Offices and Directorships. Upon termination of your employment for any reason, unless
                                            otherwise specified in a written agreement between you and the Company, you shall be deemed
                                            to have resigned from all offices, directorships, and other employment positions if any,
                                            then held with the Company, and shall take all actions reasonably requested by the Company
                                            to effectuate the foregoing.



 


		11.	Obligations of the Company upon Termination



 


		(a)	Accrued
                                            Benefits. Upon a termination of your employment for any reason, the Company will pay
                                            or provide you with (i) any unpaid Base Salary through the date of termination in accordance
                                            with the Company’s normal payroll practices, (ii) reimbursement for any unreimbursed
                                            business expenses incurred through the date of termination in accordance with the Company’s
                                            expense reimbursement policy and (iii) all other payments or benefits to which you are
                                            entitled under the terms of any applicable compensation arrangement or benefit plan or program
                                            which will be paid or provided in accordance with the terms of such arrangement, plan or
                                            program (collectively, the “Accrued Benefits”).



 


		(b)	Termination
                                            due to Death or Disability. In the event of a termination of your employment due to your
                                            death or Disability (as defined below), in addition to the Accrued Benefits, you or your
                                            designated beneficiary (as discussed in more detail in Section 15 below), as applicable,
                                            will be entitled to (i) any earned and accrued but unpaid Annual Bonus for the year
                                            prior to the year of termination (a “Prior Year Bonus”), payable
                                            when the applicable Annual Bonus for such year would have otherwise been paid (had you remained
                                            employed by the Company through the payment date thereof) but in no event later than but
                                            in no event later than March 15th of the calendar year following the calendar
                                            year in which such Prior Year Bonus was earned, and (ii) accelerated vesting of a number
                                            of shares underlying the then-outstanding and unvested portion of your time-vesting equity-based
                                            award(s) covering shares of Company and/or Realty Income Corporation common stock determined
                                            by multiplying the number of shares subject to such equity-based award(s) by a fraction,
                                            the numerator of which is the number of whole months elapsed from the date of grant of the
                                            time-vesting equity-based award until the date of your termination of employment and the
                                            denominator of which is the total number of whole months in the applicable vesting period
                                            for such time-vesting equity-based award(s). Each then-outstanding and unvested performance-vesting
                                            equity-based award granted to you by the Company shall be treated in accordance with the
                                            terms of the applicable plan and award agreement governing such performance-vesting equity-based
                                            award.



 






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		(c)	Qualifying
                                            Termination. In the event of a termination of your employment (i) by the Company
                                            without Cause or (ii) by you for Good Reason (each a “Qualifying Termination”),
                                            subject to Section 11(d) and your continued compliance with the restrictive covenants
                                            contained in Employee Confidentiality and Non-Competition Agreement, attached hereto as Exhibit B,
                                            in addition to the Accrued Benefits:



 


		(i)	Cash
                                            Severance. The Company will pay you (i) any Prior Year Bonus payable when the applicable
                                            Annual Bonus for such year would have otherwise been paid (had you remained employed by the
                                            Company through the payment date thereof) but in no event later than March 15th
                                            of the calendar year following the calendar year in which such Prior Year Bonus was
                                            earned, and (ii) an amount equal to the sum of your annual Base Salary and Target Bonus
                                            for the year of termination (such amount, the “Cash Severance”),
                                            payable in substantially equal installments based on the Company’s payroll periods
                                            over the twelve (12) month period following the date of your Qualifying Termination (the
                                            “Severance Period”). The first Cash Severance Payment will be made
                                            on the sixtieth (60th) day following the date of your termination of employment, and will
                                            include payment of any amounts that were otherwise due prior thereto. Notwithstanding the
                                            foregoing, in the event of a Qualifying Termination during
                                            a Change in Control Period (as defined below), in lieu of the Cash Severance, you will be
                                            entitled to severance payments equal to the product of (x) two (2) multiplied by
                                            (y) the sum of (A) your annual Base Salary plus (B) an amount equal to the
                                            Target Bonus as in effect on the date of your termination, payable in a cash lump sum on
                                            the sixtieth (60th) day after the date of your termination with the Company.



 


		(ii)	Health Insurance Reimbursement. For a period beginning on
                                            the date of termination and ending on the earliest of (i) the completion of the Severance
                                            Period or (ii) the date that you obtain new employment that offers group medical coverage,
                                            the Company will reimburse you for the monthly cost of medical insurance premiums actually
                                            paid by you, up to the monthly amount that the Company would have paid for you and your then
                                            covered dependents had you been an active employee, based on your elections under the applicable
                                            group medical plan of the Company, if any, in which you and your eligible dependents participated
                                            as of the date of the Qualifying Termination (the “Medical Coverage Reimbursement”).



 


		(iii)	Equity
                                            Acceleration. In addition, all of your then-outstanding and unvested time-vesting
                                            equity based-award(s) covering shares of Company and/or Realty Income Corporation common
                                            stock, shall become vested in full. Each then-outstanding and unvested performance-vesting
                                            equity-based award granted to you by the Company shall be treated in accordance with the
                                            terms of the applicable plan and award agreement governing such performance-vesting equity-based
                                            award.



 






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		(d)	Release.
                                            In order to receive the payments and benefits described in Section 11(c) (other
                                            than Accrued Benefits), you must execute, and not revoke, a fully effective release of claims,
                                            substantially in the form attached hereto as Exhibit A (the “Release”),
                                            within twenty-one days (or to the extent required by law forty-five (45) days) following
                                            the date of your termination of employment.



 


		12.	Definitions



 


For purposes of this Agreement, the following terms have the meanings
set forth below:


 


		(e)	“Cause”
                                            means that you have: (i) committed, with respect to the Company or any of its affiliates,
                                            an act of fraud, embezzlement, misappropriation, intentional misrepresentation or conversion
                                            of assets, (ii) been convicted of, or entered a plea of guilty or “nolo contendere”
                                            to, a felony (excluding any felony relating to the negligent operation of an automobile),
                                            (iii) willfully failed to substantially perform (other than by reason of illness or
                                            temporary disability) your reasonably assigned material duties, (iv) engaged in willful
                                            misconduct in the performance of your duties, (v) engaged in conduct that violated the
                                            Company’s then existing written internal policies or procedures that have been provided
                                            to you in writing prior to such conduct and which is materially detrimental to the business
                                            and reputation of the Company, or (vi) materially breached any non-competition, nondisclosure
                                            or other agreement in effect between you and the Company; provided, however, that with respect
                                            to clauses (iii) and (iv), no event shall constitute Cause unless (A) the Company
                                            has given you written notice of termination setting forth the conduct that is alleged to
                                            constitute Cause within thirty (30) days of the first date on which the Company has knowledge
                                            of such conduct, and (B) you fail to cure such conduct within thirty (30) days following
                                            the date on which such notice is provided.



 


		(f)	“Change
                                            in Control” shall mean (i) any one person or more than one person acting
                                            as a group (as defined under Treas. Reg. § l.409A-3(i)(5)(v)(B)) (each a “Person”),
                                            acquires shares of the Company having more than 50% of the total voting power or total fair
                                            market value of the stock of the Company, not including any merger, consolidation or reorganization
                                            of the Company where the shareholders of the Company are substantially the same as before
                                            such transaction, (ii) any Person acquires assets of the Company having a total gross
                                            fair market value equal to 40% or more of all of the assets of the Company immediately before
                                            such acquisition or acquisitions, or (iii) a majority of the members of the Board is
                                            replaced in any 12-month period by directors whose appointment is not endorsed by a majority
                                            of the members of the Board before the date of the appointment or election: provided , however,
                                            that no Change in Control shall be deemed to have occurred unless such event constitutes
                                            a “Change in Control” within the meaning of Section 409A of the Code and
                                            the Treasury Regulations promulgated thereunder.



 


		(g)	“Change
                                            in Control Period” shall mean the period beginning on the date of a Change
                                            in Control and ending twenty-four (24) months following, a Change in Control.



 






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		(h)	“Disability”
                                            means that you are unable to perform your duties hereunder due to any sickness, injury or
                                            disability for a consecutive period of one hundred eighty (180) days or an aggregate of six
                                            (6) months in any twelve (12)-consecutive month period. A determination of “Disability”
                                            shall be made by a physician satisfactory to both you and the Company, provided that if you
                                            and the Company do not agree on a physician, you and the Company shall each select a physician
                                            and these two together shall select a third physician, whose determination as to Disability
                                            shall be binding on all parties. The appointment of one or more individuals to carry out
                                            your offices or duties during a period of your inability to perform such duties and pending
                                            a determination of Disability shall not be considered a breach of this Agreement by the Company.



 


		(i)	“Good
                                            Reason” means (i) a material reduction in your Base Salary or Target Bonus
                                            percentage, (ii) a material reduction in your title or a material diminution in your
                                            duties, responsibilities or authorities, or (iii) the relocation of your primary place
                                            of employment to a location that is more than 50 miles from the location of the Company’s
                                            offices in [Phoenix, Arizona / New York, New York], as of the date hereof; provided that
                                            no event will constitute Good Reason unless (A) you have given the Company written notice
                                            setting forth the conduct of the Company that is alleged to constitute Good Reason, within
                                            thirty (30) days of the first date on which you have knowledge of such conduct, (B) the
                                            Company fails to cure such conduct within thirty (30) days following the date on which such
                                            written notice is provided, and (C) the effective date of your actual termination for
                                            Good Reason occurs no later than 60 days after the expiration of such Company cure period.



 


		13.	Code Section 280G



 


Notwithstanding the other provisions of this Agreement, in the event
that the amount of any payments or benefit payable to you under this Agreement or otherwise would constitute an “excess parachute
payment” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended), then such payments and/or
benefits will be reduced by the minimum possible amounts until no amount payable to you constitutes an “excess parachute payment;”
provided, however, that no such reduction will be made if the net after-tax payment (after taking into account Federal, state, local,
and other income and excise taxes) to which you would otherwise be entitled without such reduction would be greater than the net after-tax
payment (after taking into account Federal, state, local and other income and excise taxes) to you resulting from the receipt of such
payments with such reduction. The payment reduction (if any) contemplated herein will be implemented by (a) first reducing any cash
severance payments, (b) then reducing other cash payments, and (c) then reducing all other benefits, in each case, with amounts
having later payment dates being reduced first. A determination as to whether any payment reduction is required, and if so, as to which
payments are to be reduced and the amount of the reduction, will be made by a nationally recognized public accounting firm selected by
the Company. The fees and expenses of the accounting firm will be paid entirely by the Company and the determinations made by accounting
firm will be binding upon you and the Company.


 


		14.	Code Section 409A



 


		(a)	The
                                            intent of the parties is that payments and benefits under this Agreement comply with, or
                                            be exempt from, Internal Revenue Code Section 409A and the regulations and guidance
                                            promulgated thereunder (“Code Section 409A”) and, accordingly,
                                            to the maximum extent permitted, this Agreement will be interpreted to be in compliance therewith.



 






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		(b)	A
                                            termination of employment will not be deemed to have occurred for purposes of any provision
                                            of this Agreement providing for the payment of any amounts or benefits upon or following
                                            a termination of employment that are considered “non-qualified deferred compensation”
                                            under Code Section 409A unless such termination is also a “separation from service”
                                            within the meaning of Code Section 409A and, for purposes of any such provision of this
                                            Agreement, references to a “termination,” “termination of employment”
                                            or like terms will mean “separation from service.” If you are deemed on the date
                                            of termination to be a “specified employee” within the meaning of that term under
                                            Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified
                                            deferred compensation under Code Section 409A payable on account of a “separation
                                            from service,” such payment or benefit will be made or provided at the date which is
                                            the earlier of (A) the day after the expiration of the six-month period measured from
                                            the date of your “separation from service,” and (B) the date of your death
                                            (the “Delay Period”). Upon the expiration of the Delay Period, all payments and
                                            benefits delayed pursuant to this Section (whether they would have otherwise been payable
                                            in a single sum or in installments in the absence of such delay) will be paid or reimbursed
                                            to you in a lump sum and any remaining payments and benefits due under this Agreement will
                                            be paid or provided in accordance with the normal payment dates specified for them herein.



 


		(c)	For
                                            purposes of Code Section 409A, your right to receive any installment payments pursuant
                                            to this Agreement will be treated as a right to receive a series of separate and distinct
                                            payments. To the extent permitted under Code Section 409A, any separate payment or benefit
                                            under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation”
                                            subject to Code Section 409A to the extent provided in the exceptions in Treasury Regulation
                                            Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception
                                            or provision of Code Section 409A. Any payments subject to Code Section 409A that
                                            are subject to execution of a waiver and release which may be executed and/or revoked in
                                            a calendar year following the calendar year in which the payment event (such as termination
                                            of employment) occurs shall commence payment only in the calendar year in which the consideration
                                            period or, if applicable, release revocation period ends, as necessary to comply with Code
                                            Section 409A.



 


		(d)	To
                                            the extent that any payments or reimbursements provided to you under this Agreement (including,
                                            without limitation, the Medical Coverage Reimbursement ) are deemed to constitute compensation
                                            to you to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such
                                            amounts shall be paid or reimbursed reasonably promptly, but not later than December 31
                                            of the year following the year in which the expense was incurred. The amount of any such
                                            payments eligible for reimbursement in one year shall not affect the payments or expenses
                                            that are eligible for payment or reimbursement in any other taxable year, and your right
                                            to such payments or reimbursement of any such expenses shall not be subject to liquidation
                                            or exchange for any other benefit.



 


		15.	General



 


		(a)	The
                                            Company may withhold from any and all amounts payable to you such federal, state and local
                                            taxes as may be required to be withheld pursuant to applicable laws or regulations.



 






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		(b)	All
                                            amounts payable hereunder shall be subject to any claw-back policy adopted by the Company,
                                            including any claw-back policy adopted to comply with the Dodd-Frank Wall Street Reform and
                                            Consumer Protection Act (and any rules or regulations promulgated thereunder) or any
                                            other applicable law, as set forth in such claw-back policy.



 


		(c)	Any
                                            amounts payable hereunder after your death shall be paid to your designated beneficiary or
                                            beneficiaries, whether received as a designated beneficiary or by will or the laws of descent
                                            and distribution. You may designate a beneficiary or beneficiaries for all purposes of this
                                            Agreement, and may change at any time such designation, by notice to the Company making specific
                                            reference to this Agreement.



 


		(d)	In
                                            no event shall you be obligated to seek other employment or take any other action by way
                                            of mitigation of the amounts payable to you under any of the provisions of this Agreement
                                            and except as set forth herein with respect to Medical Coverage Reimbursement, such amounts
                                            shall not be reduced or otherwise subject to offset in any manner, regardless of whether
                                            you obtain other employment.



 


		(e)	You
                                            hereby certify that you are not a party to any agreement or understanding, written or oral,
                                            and you are not subject to any restriction, which could prevent you from performing all of
                                            your duties and obligations hereunder. If you possess any proprietary or confidential information
                                            regarding any previous employer, you hereby agree that you will neither disclose nor use
                                            such information in a manner which would cause you to violate any preexisting agreements
                                            with that employer. Section 8 (“Representations”) of the Employee
                                            Confidentiality and Non-Competition Agreement, attached hereto as Exhibit B, is hereby
                                            incorporated by reference.



 


		(f)	This
                                            Agreement shall be governed under the laws of the State of [Arizona / New York], without
                                            regard to the principles of conflicts of laws.



 


		(g)	These
                                            are the terms of your employment with the Company subject to our receipt of (i) your
                                            signed acceptance of this Agreement and (ii) your signed acceptance of the Employee
                                            Confidentiality and Non-Competition Agreement attached hereto as Exhibit B and
                                            incorporated herein.



 


		(h)	This
                                            Agreement may be executed in any number of counterparts each of which when so executed shall
                                            be deemed to be an original and all of which when taken together shall constitute one and
                                            the same agreement.



 






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	Sincerely,	 
	 	 
	Orion Office REIT, Inc.,	 
	a Maryland corporation	 
	 	 
	 	 
	 	 
	Name:	 
	Its:	 
	 	 
	 	 
	Orion Services LLC,	 
	a [Maryland] limited liability company	 
	 	 
	 	 
	 	 
	Name:	 
	Its:	 
	 	 
	 	 
	Accepted By:	 
	 	 
	 	 
	 	 
	Name:	 




 






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