EX-10.1



 Exhibit 10.1 

SPIRIT REALTY CAPITAL, INC. 

AMENDED AND RESTATED EMPLOYMENT AGREEMENT 

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 25, 2017, is entered
into by and between Spirit Realty Capital, Inc., a Maryland corporation (including any successors and/or assigns, the “Company”) and Jackson Hsieh (the “Employee”). 

RECITALS 

WHEREAS, the Company appointed the Employee as Chief Executive Officer and as a member of the board of directors of the
Company (the “Board”) on May 7, 2017; 
 WHEREAS, the Company desires to continue to
employ the Employee as Chief Executive Officer and President of the Company, and to amend the Employee’s current employment agreement dated as of September 7, 2016 (the “Prior Employment Agreement”) in its entirety to
reflect the Employee’s new positions and the terms of such employment; and 
 WHEREAS, the Employee desires to
continue such employment and service with the Company, subject to the terms and conditions of this Agreement.  

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:  

1. EMPLOYMENT TERM. The Company agrees to employ the Employee pursuant to the terms of this Agreement, and the Employee
agrees to be so employed, for a term commencing on July 25, 2017 (the “Effective Date”) and ending on May 7, 2020. On May 7, 2020 and on each anniversary thereof, the term of this Agreement shall be automatically
extended for successive one (1)-year periods; provided, however, that the Company, on the one hand, or the Employee, on the other hand, may elect not to extend this Agreement by giving written notice to the other party at least thirty (30) days
prior to any such anniversary date. Notwithstanding the foregoing, the Employee’s employment hereunder may be earlier terminated in accordance with Section 6 hereof, subject to the provisions of Section 7 hereof. The
period of time between the Effective Date and the termination of the Employee’s employment hereunder shall be referred to herein as the “Employment Term.” 

2. POSITION AND DUTIES. 

(a) GENERAL. During the Employment Term, the Employee shall serve as Chief Executive Officer and President of the
Company. In this capacity, the Employee shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties,
authorities and responsibilities as may reasonably be assigned to the Employee from time to time by the Board that are not inconsistent with the Employee’s positions with the Company. The Employee shall report directly and exclusively to the
Board. 







 (b) OTHER ACTIVITIES. During the Employment Term, the Employee shall
devote all of the Employee’s business time, energy, business judgment, knowledge and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company, provided that the foregoing shall not prevent the
Employee from (i) with prior written notice to the Board, serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for-profit companies, (ii) participating in charitable,
civic, educational, professional, community or industry affairs, and (iii) managing the Employee’s personal investments and affairs so long as such activities, either individually or in the aggregate, do not interfere or conflict with the
Employee’s duties hereunder or create a potential business or fiduciary conflict. 
 (c) BOARD MEMBERSHIP. During
the Employment Term, the Board shall take such action as may be necessary to nominate the Employee to stand for election as a member of the Board; provided, however, that the Company shall not be obligated to cause such nomination if any of the
events constituting Cause (as defined below) have occurred and not been cured or the Employee has not provided evidence that the event does not constitute Cause, or if such action would conflict with or violate any action, rule or requirement of a
legal or regulatory body (including its representative) to which the Company is subject. 
 3. BASE SALARY.
During the Employment Term, the Company agrees to pay the Employee a base salary at an annual rate of not less than $875,000 payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The
Employee’s Base Salary shall be subject to annual review and may be increased from time to time by the Board (or a committee thereof). The base salary as determined herein and increased from time to time shall constitute “Base Salary”
for purposes of this Agreement. The Base Salary shall not be decreased at any time, or for any purpose, during the Employment Term (including, without limitation, for the purpose of determining benefits due under Section 7) without the
Employee’s prior written consent. On the first regularly-scheduled payroll date after the date this Agreement is executed, the Company shall pay the Employee the amount of Base Salary that would have been paid to him had his Base Salary between
May 7, 2017 and the Effective Date been $875,000. 
 4. INCENTIVE COMPENSATION. 

(a) ANNUAL BONUS. For each calendar year during the Employment Term (including for all of 2017 without pro-ration), the
Employee shall be eligible to receive an annual cash discretionary incentive payment under the Company’s annual bonus plan as may be in effect from time to time (the “Annual Bonus”), based on a target bonus opportunity equal to
175% of the Employee’s Base Salary (the “Target Bonus”) and a maximum bonus opportunity of 350% of the Employee’s Base Salary, upon the attainment of one or more pre-established performance goals established by the Board
(or a committee thereof) in its sole discretion. It is expected that such performance criteria will be based on both financial and non-financial goals, will be set in consultation with the Employee, and may be set at any point during the calendar
year (it being intended that such criteria will be established during the Company’s annual budgeting process). The Board (or a committee thereof) shall reserve the right to adjust the applicable performance criteria during the calendar year (it
being understood that any such 

  
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adjustment shall only be implemented, if, in the reasonable judgment of the Board (or a committee thereof), it is determined to be necessary to adapt to changing circumstances, and not with the
intention of increasing the difficulty of achieving the applicable performance criteria). The Company expects that the Board (or a committee thereof) will formally review performance at least annually in consultation with the Employee. The
Employee’s Annual Bonus for a calendar year shall be determined by the Board (or a committee thereof) after the end of the applicable calendar year based on the level of achievement of the applicable performance criteria, and shall be paid to
the Employee in cash in the calendar year (but no later than March 15 of such calendar year) following the calendar year to which such Annual Bonus relates at the same time annual bonuses are paid to other senior executives of the Company,
subject to, except as otherwise provided in Section 7 below, continued employment at the time of payment. 
 (b)
LONG-TERM INCENTIVE AWARDS. 
 (i) During the Employment Term, the Employee shall be eligible to receive equity and
other long-term incentive awards under any applicable plan adopted by the Company. It is expected that the target date-of-grant value of the Employee’s annual long-term incentive awards beginning in 2018 will be 550% of his Base Salary
(“Target LTIP”) granted in equal portions of one-half of the Long Term Incentive as a time-vesting restricted stock grant, vesting ratably over three years (one-third per year from the date of grant) (the “Restricted
Shares”), and one-half of the award as performance shares, cliff vesting after three years from the beginning of the performance period (the “Performance Shares”). In each case the terms and conditions of the Restricted
Shares and Performance Shares shall be governed by separate agreements, entered into between Employee and Company consistent with this Agreement. Beginning in 2018, the Employee’s equity and/or other long-term incentive awards for each calendar
year during the Employment Term shall be granted by the Company to the Employee at approximately the same time that annual equity and other long-term incentive awards are granted by the Company to other Company senior executives. 

(ii) In addition, in recognition of the Employee’s appointment as Chief Executive Officer of the Company, the Company
will, under the Company’s 2012 Incentive Award Plan, as amended, grant the Employee: (i) an award of 500,000 Restricted Shares of the Company’s common stock vesting as follows: 33.3% will vest on May 7, 2018, 33.3% will vest on
May 7, 2019 and 33.4% will vest on May 7, 2020 (the “Promotion Restricted Stock Award”); and (ii) an award of Performance Shares with a target number of 500,000 Performance Shares vesting as follows: a one-time cliff
vesting on May 7, 2020 (“Promotion Performance Share Award”). The Promotion Restricted Stock Award will be granted effective on the Effective Date. The Promotion Performance Share Award will be granted (i) with respect to
a target number of 297,234 Performance Shares on the Effective Date (the “First Tranche Promotion Performance Share Award”) and (ii) with respect to a target number of 202,766 Performance Shares on January 1, 2018 (the
“Second Tranche Promotion Performance Share Award”), subject to the Employee’s continued employment through such date (otherwise such grant shall be null and void). The terms and conditions of the Promotion Restricted Stock
Award shall be set forth in separate award agreement in the form attached hereto as Exhibit B (the “Restricted Stock Agreement”) to be entered into by the Company and the Employee. The terms and conditions of


  
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the Promotion Performance Share Award shall be set forth in separate award agreements in the form attached hereto as Exhibit C (the “Performance Share Award Agreement” and
together with the Restricted Stock Agreement, the “Award Agreements”) to be entered into by the Company and the Employee. The Company also will pay to the Employee $90,000, equal to the dividends which would have been due for the
second quarter of 2017 on the Promotion Restricted Stock Award if it had been granted on May 7, 2017, payable to the Employee on the first payroll after the date this Agreement is executed. 

5. EMPLOYEE BENEFITS. 

(a) BENEFIT PLANS. During the Employment Term, the Employee shall be entitled to participate in any employee benefit
plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, subject to satisfying the applicable eligibility requirements, and except to the extent such plans are duplicative of the benefits
otherwise provided hereunder. The Employee’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. Notwithstanding the foregoing, the Company may modify or terminate any employee
benefit plan at any time. 
 (b) VACATION TIME. During the Employment Term, the Employee shall be entitled to four
(4) weeks of paid vacation per calendar year in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time. 

(c) BUSINESS AND TRAVEL EXPENSES. Upon presentation of reasonable substantiation and documentation as the Company may
specify from time to time, the Employee shall be reimbursed in accordance with the Company’s expense reimbursement policy, for all reasonable out-of-pocket business and travel expenses incurred and paid by the Employee during the Employment
Term and in connection with the performance of the Employee’s duties hereunder. 
 (d) ADDITIONAL BENEFITS. 

(i) In addition to the benefits described above in this Section 5, during the Employment Term, the Company shall
(i) pay for the premium payments incurred in providing the Employee with a term life insurance policy during the Employment Term in the amount of $3,500,000 and (ii) pay or reimburse the Employee for actual, properly substantiated expenses
incurred by the Employee in connection with an annual physical examination in an amount not to exceed $2,000 annually. 

(ii) The Company will also reimburse Employee for legal fees and expenses incurred in connection with the review and
negotiation of this Agreement and its Exhibits, such reimbursement not to exceed $20,000. 
 (iii) The Employee’s
indemnification agreement with the Company dated as of September 7, 2016 remains in full force and effect; provided that the Company also acknowledges that the Employee is also relying on such agreement to serve as a member of the Board. 

  
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 6. TERMINATION. The Employee’s employment and the Employment Term
shall terminate on the first of the following to occur: 
 (a) DISABILITY. Upon ten (10) days’ prior
written notice by the Company to the Employee of a termination due to Disability. For purposes of this Agreement, “Disability” shall be defined as the inability of the Employee to have performed the Employee’s material duties
hereunder after reasonable accommodation due to a physical or mental injury, infirmity or incapacity for one hundred eighty (180) days (including weekends and holidays) in any three hundred sixty-five (365)-day period as determined by the Board
in its reasonable discretion. The Employee shall cooperate in all respects with the Company if a question arises as to whether the Employee has become disabled (including, without limitation, submitting to reasonable examinations by one or more
medical doctors and other health care specialists selected by the Company and authorizing such medical doctors and other health care specialists to discuss the Employee’s condition with the Company). 

(b) DEATH. Automatically upon the date of death of the Employee. 

(c) CAUSE. Upon a termination by the Company for Cause. “Cause” shall mean: 

(i) the Employee’s willful misconduct or gross negligence in the performance of the Employee’s duties to the Company
or any of its subsidiaries; 
 (ii) the Employee’s repeated failure to perform the Employee’s lawful duties to the
Company or any of its subsidiaries or follow the lawful written directives of the Board (other than as a result of death or physical or mental incapacity); 

(iii) the Employee’s conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral
turpitude; 
 (iv) the Employee’s performance of any material act of theft, embezzlement, fraud, malfeasance,
dishonesty or misappropriation of the property of the Company or any of its subsidiaries; 
 (v) the Employee’s use of
illegal drugs that materially impairs the Employee’s ability to perform the Employee’s duties contemplated hereunder; 

(vi) the Employee’s material breach of any fiduciary duty owed to the Company or any of its subsidiaries (including,
without limitation, the duty of care and the duty of loyalty); or 
 (vii) the Employee’s material breach of this
Agreement, or a material violation of the Company’s (or any of its subsidiaries’) code of conduct or other written policy pursuant to which the Employee would be subject to immediate dismissal. 

  
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 Any determination of Cause by the Company must be made by a resolution approved by a majority of
the members of the Board (other than the Employee, as applicable), provided that no such determination may be made until the Employee has been given written notice detailing the specific Cause event and a period of thirty (30) days following
receipt of such notice to present evidence that such event is not Cause, or to cure such event (if susceptible to cure) to the satisfaction of the Board. Notwithstanding anything to the contrary contained herein, the Employee’s right to cure
shall not apply if there are habitual or repeated breaches by the Employee and there has been a previous opportunity to cure. Any notice of a termination for Cause as contemplated above shall be made within ninety (90) days following the date
on which the Company first obtains actual knowledge of the circumstances alleged to constitute a Cause event hereunder (it being understood that such circumstances may relate to a period in excess of ninety (90) days or a pattern of behavior
that extends beyond a period of ninety (90) days). 
 (d) WITHOUT CAUSE. Upon an involuntary termination by the
Company (other than for death, Disability in accordance with Section 6(a), or Cause in accordance with Section 6(c)). 

(e) GOOD REASON. Upon a termination by the Employee for Good Reason. “Good Reason” shall mean the
occurrence of any of the following circumstances, without the express written consent of the Employee, unless such circumstances are fully corrected in all material respects by the Company within thirty (30) days following written notification
by the Employee to the Company of the occurrence of such circumstances: 
 (i) material diminution in the Employee’s
duties, authorities or responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law), including without limitation, (A) removal of the Employee as Chief Executive Officer and/or President
of the Company, (B) the Employee no longer reporting directly and exclusively to the Board, or (C) the Company’s common stock ceasing to be publicly traded or, following a Change in Control (as defined in the Company’s 2012
Incentive Award Plan as in effect as of the Effective Date) (a “Change in Control”), the Employee ceases to be Chief Executive Officer and President of the surviving entity in such transaction (including, without limitation, the
ultimate parent of such entity); provided, that in any case the Employee ceasing to be a member of the Board (or a successor body) shall not constitute Good Reason hereunder if the Employee’s removal is due to an action, rule or
requirement of a governmental or regulatory body (including its representative) to which the Company is subject; 
 (ii)
relocation of the Employee’s primary work location by more than fifty (50) miles from its then current location; 

(iii) a material breach by the Company or any of its affiliates of any of their material obligations to the Employee; or 

(iv) material diminution in the Employee’s Base Salary, Target Bonus or Target LTIP. 

  
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 The Employee shall provide the Company with a written notice detailing the specific circumstances
alleged to constitute Good Reason within ninety (90) days after the first occurrence of such circumstances, and actually terminate employment within ninety (90) days following the expiration of the Company’s cure period as set forth
above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Employee. 

(f) WITHOUT GOOD REASON. Upon thirty (30) days’ prior written notice by the Employee to the Company of the
Employee’s voluntary termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date). 

(g) EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT. Upon the expiration of the Employment Term due to a
non-extension of the Agreement by the Company or the Employee pursuant to the provisions of Section 1 hereof 

7. CONSEQUENCES OF TERMINATION. 

(a) DEATH. In the event that the Employee’s employment and the Employment Term ends on account of the
Employee’s death, the Employee or the Employee’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections 7(a)(i) through 7(a)(iii) hereof to be paid within sixty (60) days
following termination of employment, or such earlier date as may be required by applicable law): 
 (i) any unpaid Base
Salary through the date of termination; 
 (ii) reimbursement for any unreimbursed business expenses incurred through the
date of termination; 
 (iii) any accrued but unused vacation time in accordance with Company policy; 

(iv) all other payments, benefits or fringe benefits to which the Employee shall then or thereafter be entitled under the
applicable terms of any applicable compensation or indemnification/advancement arrangement or benefit, equity or fringe benefit agreement, plan or program or grant or this Agreement or the programs and arrangements referred to in it (collectively,
Sections 7(a)(i) through 7(a)(iv) hereof shall be hereafter referred to as the “Accrued Benefits”); 

(v) a payment for the Employee’s earned but unpaid Annual Bonus for the calendar year prior to the calendar year in which
the Employee’s termination occurs based on actual results (and without exercise of any negative discretion that is not applied to senior executives generally) to the extent that such Annual Bonus has not been paid prior to termination, payable
in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year in which the date of termination occurs (the
“Prior Year Bonus”); 

  
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 (vi) a pro-rata portion of the Employee’s Annual Bonus for the calendar
year in which the Employee’s termination occurs based on actual results for such year (determined by multiplying the amount of such bonus which would be due for the full calendar year (without exercise of any negative discretion that is not
applied to senior executives generally) by a fraction, the numerator of which is the number of days during the calendar year of termination that the Employee is employed by the Company and the denominator of which is three hundred sixty-five (365)),
payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of
termination occurs (such pro-rata portion being hereinafter referred to as the “Pro-Rata Bonus”); 
 (vii)
in the event the termination occurs prior to January 1, 2018, an amount in cash equal to the product obtained by multiplying 202,766 by the per share closing price of the Company’s common stock on the last trading day immediately preceding
the date of termination (the “Stock Bonus”), payable in a single lump sum within sixty (60) days following the date of termination; 

(viii) full vesting of outstanding Company equity and/or long-term incentive awards which vest solely based on the passage of
time (including without limitation the Promotion Restricted Stock Award) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term
deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the
time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A; and 

(ix) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are
earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that
any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”;
provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A. 

(b) DISABILITY. In the event that the Employee’s employment and/or Employment Term ends on account of the
Employee’s Disability, the Company shall pay or provide the Employee with the Accrued Benefits, the Prior Year Bonus, the Pro-Rata Bonus, and the outstanding Company equity and long-term incentive awards shall become vested (and delivered) as
set forth in Section 7(a)(viii) and (ix) above and, if the termination occurs prior to January 1, 2018, the Company shall pay the Employee the Stock Bonus. The Prior Year Bonus shall be payable in a single lump sum on
the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the 

  
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calendar year in which the date of termination occurs. The Pro-Rata Bonus shall be payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior
executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs. The Stock Bonus shall be payable in a single lump sum within sixty (60) days
following the date of termination. 
 (c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT OF EMPLOYEE
NON-EXTENSION OF THIS AGREEMENT. If the Employee’s employment is terminated (x) by the Company for Cause in accordance with Section 6(c), (y) by the Employee without Good Reason, or (z) as a result of the
Employee’s non-extension of the Employment Term as provided in Section 1 hereof, the Company shall pay to the Employee the Accrued Benefits. 

(d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Employee’s employment by the Company is terminated
(x) by the Company other than for Cause, or (y) by the Employee for Good Reason, the Company shall pay or provide the Employee with the following: 

(i) the Accrued Benefits; and 

(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10
hereof: 
 (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary
(disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll
Date”); 
 (B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus
(disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date; 
 (C)
the Prior Year’s Bonus, payable in a single lump on the First Payroll Date; 
 (D) the Pro-Rata Bonus, payable in a
single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination
occurs; 
 (E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four
(24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt
notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to


  
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provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the
Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration
of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its
group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under
Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining
portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”); 

(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of
time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral”
shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of
payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”); 

(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are
earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that
any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”;
provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such
vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and 
 (H) in the
event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Date. 
 For
purposes of this Agreement, the “Multiplier” shall mean two (2), unless the Employee’s date of termination is within sixty (60) days prior to, on or within twenty-four (24) months following a Change in Control, in which case
the Multiplier shall be three (3). 
 (e) TERMINATION AS A RESULT OF COMPANY NON-EXTENSION OF THIS AGREEMENT.
If the Employee’s employment by the Company is terminated as a 

  
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result of the Company’s non-extension of the Employment Term as provided in Section 1 hereof, the Company shall pay or provide the Employee with the following: (i) the
Accrued Benefits; and (ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, (A) the Severance, payable in accordance with Section 7(d)(ii)(A) hereof
(B) the Bonus Severance, payable in accordance with Section 7(d)(ii)(B) hereof, (C) the Prior Year’s Bonus, payable in accordance with Section 7(d)(ii)(C), (D) Pro-Rata Bonus, payable in accordance with
Section 7(d)(ii)(D) hereof, (E) the Health Benefits Continuation in accordance with Section 7(d)(ii)(E) hereof; (F) the Accelerated Time Equity Vesting in accordance with Section 7(d)(ii)(F) hereof and
(G) the Accelerated Performance Equity Vesting in accordance with Section 7(d)(ii)(G) hereof. 
 Payments and benefits
provided in Sections 7(d) through 7(e) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker
Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. 
 (f) LIMITATION ON
PAYMENTS. 
 (i) Section 280G Best Pay Cap. Notwithstanding any other provision of this Agreement, in the
event that any payment or benefit received or to be received by the Employee (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the payments and benefits under
Section 7 hereof, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the
“Code”) (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in any other plan, arrangement or agreement other than this
Agreement, the Total Payments shall be reduced as set forth herein, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net present value of the amount of such Total Payments, as so
reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments assuming the highest marginal tax rates for purposes of such calculation) is greater than or equal to (B) the net present
value of the amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments assuming the highest marginal tax rates for purposes of such calculation and the
amount of Excise Tax to which the Employee would be subject in respect of such unreduced Total Payments). If a reduction in the Total Payments is required by Section 7(f), the reduction shall occur in the following order: reduction of
cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards which do not receive
favorable treatment under Treasury Regulation Section 1.280G-1, Q&A-24(b) or (c) (with such accelerated vesting shall be cancelled in the reverse order of the grant date of Employee’s stock awards); reduction of employee benefits;
and cancellation of accelerated vesting of stock awards which do receive favorable treatment under Treasury Regulation Section 1.280G-1, Q&A-24(b) or (c) (with such accelerated vesting shall be cancelled in the reverse order of the
grant date of Employee’s stock awards); provided, that with 

  
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each category the reduction shall be done on a basis resulting in the highest amount retained by the Employee; and provided, further, that to the extent permitted by Section 409A of the Code
(“Code Section 409A”) and Sections 280G and 4999 of the Code, if a different reduction procedure would be permitted without violating Code Section 409A or losing the benefit of the reduction under Sections 280G and 4999 of
the Code, the Employee may designate a different order of reduction. 
 (ii) Accounting Firm. All determinations
required to be made for purposes of this Section 7(f) shall be made by an independent, nationally recognized accounting firm selected by the Company (the “Accounting Firm”). The Company shall bear all expenses with
respect to the determinations by the Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 7(f) shall provide its calculations, together with detailed supporting
documentation, to Employee and the Company within 15 calendar days after the date on which Employee’s right to a payment contingent on a change in control is triggered (if requested at that time by Employee or the Company) or such other time as
agreed upon by Employee and the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to the Total Payments, it shall furnish Employee and the Company with documentation of such determination reasonably acceptable to
Employee. 
 (g) OTHER OBLIGATIONS. Upon any termination of the Employee‘s employment with the Company, the
Employee shall promptly resign from any position as an officer, director or fiduciary of any Company-related entity. 
 (h)
EXCLUSIVE REMEDY. The amounts payable to the Employee following termination of employment and the Employment Term hereunder pursuant to Sections 6 and 7 hereof shall be in full and complete satisfaction of the Employee’s
rights under this Agreement and under any other plan, program, agreement, or arrangement of the Company or any of its affiliates, and the Employee acknowledges that such amounts are fair and reasonable. 

8. RELEASE; NO MITIGATION; SET-OFFS. Any and all amounts payable and benefits or additional rights provided pursuant to
this Agreement beyond the Accrued Benefits shall only be payable if the Employee (or his estate, in the case of death) delivers to the Company and does not revoke a general release of claims in favor of the Company substantially in the form of
Exhibit A attached hereto. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination. For the avoidance of doubt, each Company equity award that vests
in accordance with Section 7 hereof shall remain outstanding and eligible to vest following the date of termination and shall actually vest and become exercisable (if applicable) and non-forfeitable upon the effectiveness of such release
(and any equity awards intended to be exempt from Code Section 409A as a “short-term deferral” shall be paid within the applicable short-term deferral period). In no event shall the Employee be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Employee as a result of
employment by a subsequent employer or self-employment. Subject to the provisions of Section 20(b)(v) hereof; the Company’s obligations to pay the Employee amounts hereunder shall be subject to set-off, counterclaim or recoupment of
amounts owed by the  

  
 12 








 
Employee to the Company or any of its affiliates (to the extent that such set-off, counterclaim or recoupment does not result in a violation of Code Section 409A). Except as otherwise
provided in Section 7, this Section 8, the Award Agreements, in the Company’s Recoupment Policy as in effect on February 19, 2015, as may be amended or restated, or any other recoupment or clawback policy or program adopted by
the Company and applicable to all senior executives of the Company, or as may be otherwise agreed in writing between the parties, the Employee’s incentive compensation (including any equity and/or long-term incentive awards) and severance shall
not be subject to forfeiture or recoupment for any other reason (other than forfeiture or lapse in connection with certain terminations of employment and/or the failure to meet the applicable performance goals within the performance period). 

9. RESTRICTIVE COVENANTS. 

(a) CONFIDENTIALITY. During the course of the Employee’s employment with the Company, the Employee will have access
to Confidential Information. For purposes of this Agreement, “Confidential Information” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice),
innovations, improvements, know-how, developments, techniques, methods, processes, treatments, specifications, designs, patterns, models, plans and strategies, and all other confidential or proprietary information or trade secrets in any form or
medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company or any of
its affiliates, including, without limitation, any such information relating to or concerning finances, financing sources, acquisitions, acquisition sources, marketing, advertising, transition, promotions, pricing, personnel, operations, customers
and tenants (including tenant or mortgagee financial or operational data, or that of any guarantors of such obligations), suppliers, vendors, partners and deal sources and/or competitors. The Employee agrees that the Employee shall not, directly or
indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Employee’s assigned duties and for the benefit of the Company, either during the period of the Employee’s employment or
at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company’s and its subsidiaries’ and affiliates’ part to maintain the
confidentiality of such information, and to use such information only for certain limited purposes, in each case, which shall have been obtained by the Employee during the Employee’s employment by the Company (or any predecessor). The foregoing
shall not apply to information that (i) was known to the public prior to its disclosure to the Employee, (ii) becomes generally known to the public subsequent to disclosure to the Employee through no wrongful act of the Employee or any
representative of the Employee, or (iii) the Employee is required to disclose by applicable law, regulation or legal process (provided that, except to the extent disclosure by the Company or any of its affiliates is contemplated in connection
with a potential Change in Control, the Employee provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its sole expense in seeking a protective order or other appropriate protection of such
information). Notwithstanding anything in this Agreement or elsewhere to the contrary, the Employee may disclose documents and information in confidence to an attorney for the purpose of securing legal advice, and may


  
 13 








 
use documents and information as reasonably necessary to enforce the Employee’s rights under this Agreement or otherwise. In addition, notwithstanding the generality of the foregoing,
nothing in this Agreement is intended to prohibit the Employee from filing a charge with, reporting possible violations to, or participating or cooperating with the Securities and Exchange Commission or any other federal, state or local regulatory
body or law enforcement agency including in relation to any whistleblower, anti-discrimination, or anti-retaliation provisions of federal, state or local law or regulation. 

(b) NONCOMPETITION. The Employee acknowledges that (i) the Employee performs services of a unique nature for the
Company that are irreplaceable, and that the Employee’s performance of such services to a “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Employee has had and will
continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company and its affiliates, (iii) in the course of the Employee’s employment by a Competitive
Business during the non-compete period set forth herein, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has
had and will continue to have access to these customers, (v) the Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment, (vi) the Company has
invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the
Employee’s employment hereunder and for a period of twelve (12) months following a termination of the Employee’s employment for any reason, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate,
control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in a Competitive
Business in the United States. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from being a passive owner of not more than two percent (2%) of the equity securities of a publicly traded corporation engaged in a
Competitive Business, so long as the Employee has no active participation in the business of such corporation. For purposes hereof, the term “Competitive Business” shall mean any business involved in the net leased real estate
investment industry in competition with the Company or any of its affiliates and the term “Employee’s Termination” shall mean the date the Employee ceases to be employed by the Company for whatever reason, whether voluntarily
or involuntarily. 
 (c) NONSOLICITATION; NONINTERFERENCE. During the Employee’s employment hereunder and for a
period of twelve (12) months following Employee’s Termination, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any
other person, firm, corporation or other entity, (i) solicit, aid or induce any person or entity the Employee knows or reasonably should have known to be a customer, tenant or mortgagee (or any person or entity to whom the Company to the
Employee’s knowledge (or reasonably should know) has leased property or provided capital, directly or indirectly, within the prior 18 months) of the Company or any of its affiliates to purchase goods or services or


  
 14 








 
enter into transactions for the purchase, sale, lease, license or financing of real property then offered by the Company or any of its affiliates from another person, firm, corporation or other
entity or assist or aid any other person or entity in identifying or soliciting any such customer, tenant or counterparty, (ii) solicit, aid or induce any employee, representative or agent of the Company or any of its affiliates with whom the
Employee, during the term of his employment had contact or became aware of, or about whom the Employee has trade secret or Confidential Information, to leave such employment or retention or to accept employment with or render services to or with any
other person, firm, corporation or other entity unaffiliated with the Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in
identifying, hiring or soliciting any such employee, representative or agent, or (iii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its affiliates and any person or
entity the Employee knows or reasonably should have known to be one of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered by this Section 9(c) while so employed or
retained and for a period of three (3) months thereafter. Notwithstanding the foregoing, the provisions of this Section 9(c) shall not be violated by general advertising or solicitation not specifically targeted at Company- related
persons or entities. 
 (d) NONDISPARAGEMENT. The Employee agrees not to make negative comments or otherwise disparage
the Company or its officers, directors, employees, shareholders, members, agents or products other than in the good faith performance of the Employee’s duties to the Company. The Company agrees to direct the members of its Board and its
executive officers not to make negative comments or otherwise disparage the Employee. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral
proceedings (including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the Company’s directors and executive officers shall not be violated by statements that they in good faith believe are
necessary or appropriate to make in connection with performing their duties and obligations to the Company. 
 (e)
INVENTIONS. (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and
other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any resources of the Company or its subsidiaries and/or within the
scope of the Employee’s work with the Company or its subsidiaries or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company or its subsidiaries, and that are made or conceived by the
Employee, solely or jointly with others, during the period of the Employee’s employment with the Company or its subsidiaries, or (B) suggested by any work that the Employee performs in connection with the Company or its subsidiaries,
either while performing the Employee’s duties with the Company or its subsidiaries or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the
Company or its subsidiaries, shall belong exclusively to the Company or its subsidiaries (or a 

  
 15 








 
designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Employee will keep full and complete written
records (the “Records”), in the manner prescribed by the Company or its subsidiaries, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive
property of the Company or its subsidiaries, and the Employee will surrender them upon the termination of the Employment Term, or upon request of the Company or any of its subsidiaries. The Employee will assign to the Company or its subsidiaries the
Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the
Company or its subsidiaries (or a designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers,
take all rightful oaths, and perform all other acts as may be requested from time to time by the Company or its subsidiaries to perfect, record, enforce, protect, patent or register the Company’s (or a subsidiary’s) rights in the
Inventions, all without additional compensation to the Employee from the Company or its subsidiaries. The Employee will also execute assignments to the Company or its subsidiaries (or a designee) of the Applications, and give the Company, its
subsidiaries and their attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s (or a subsidiary’s) benefit, all without additional compensation to the Employee from the Company or
its subsidiaries, but entirely at the expense of the Company or its subsidiaries. 
 (ii) In addition, the Inventions will be
deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company or its subsidiaries, and the Employee agrees that the Company or any of its subsidiaries will be the sole owner of the Inventions,
and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for
Hire, or the rights in such Inventions do not otherwise automatically vest in the Company or any of its subsidiaries, the Employee hereby irrevocably conveys, transfers and assigns to the Company or its subsidiaries, all rights, in all media now
known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions
thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to
exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without
limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Employee has any rights in the results and
proceeds of the Employee’s service to the Company or its subsidiaries that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all
currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue 

  
 16 








 
thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the
Company or any of its subsidiaries. 
 (f) RETURN OF COMPANY PROPERTY. On the date of the Employee’s Termination
(or at any time prior thereto at the Company’s reasonable request), the Employee shall return all property belonging to the Company or its affiliates (including, but not limited to, any Company- provided laptops, computers, cell phones,
wireless electronic mail devices or other equipment, or documents and property belonging to the Company). Notwithstanding anything in this Agreement or anywhere to the contrary, the Employee may retain, and use appropriately: (i) the
Employee’s rolodex and similar address books (and electronic equivalent) provided that such items only include contact information and (ii) documents and information relating to the Employee’s personal rights and obligations. 

(g) REASONABLENESS OF COVENANTS. In signing this Agreement, the Employee gives the Company assurance that the Employee
has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 9. The Employee agrees that these restraints are necessary for the reasonable and proper protection
of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect of subject matter, length of time and geographic area, and that these restraints, individually or in the
aggregate, will not prevent the Employee from obtaining other suitable employment during the period in which the Employee is bound by the restraints. The Employee acknowledges that each of these covenants has a unique, very substantial and
immeasurable value to the Company and its affiliates and that the Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee further covenants that the Employee will not challenge the
reasonableness or enforceability of any of the covenants set forth in this Section 9. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Employee’s obligations to that affiliate
under this Agreement, including without limitation pursuant to this Section 9. 
 (h) REFORMATION. If it
is determined by a court of competent jurisdiction in any state that any restriction in this Section 9 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that
such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state. 

(i) TOLLING. In the event of any violation of the provisions of Section 9(b) or 9(c), the Employee
acknowledges and agrees that the post termination restrictions contained in this Section 9 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the
applicable post termination restriction period shall be tolled during any period of such violation. 
 (j) SURVIVAL OF
PROVISIONS. The obligations contained in this Section 9 and Section 10 hereof shall survive the termination or expiration of the Employment Term and the Employee’s employment with the Company and shall be fully
enforceable thereafter. 

  
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 10. COOPERATION. Upon receipt of reasonable written request from the
Company (including outside counsel), the Employee agrees that while employed by the Company and thereafter, the Employee will respond and provide information with regard to matters in which the Employee has knowledge as a result of the
Employee’s employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of all claims that may be made against the Company or its affiliates, and will
reasonably assist the Company and its affiliates in the prosecution of all claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of the Employee’s employment with the Company and does
not unreasonably interfere with the Employee’s subsequent employment or self-employment. The Employee agrees to promptly inform the Company if the Employee becomes aware of any lawsuit involving such claims that may be filed or threatened
against the Company or its affiliates. The Employee also agrees to promptly inform the Company (to the extent that the Employee is legally permitted to do so) if the Employee is asked to assist in any investigation of the Company or its affiliates
(or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. Upon presentation of appropriate
documentation, the Company shall pay or reimburse the Employee for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Employee in complying with this Section 10, and, after the Employment Term, the
Company shall pay the Employee a daily fee, in an amount (rounded down to the nearest whole cent) determined by dividing the Employee’s Base Salary as in effect on the date of termination by 100, for services rendered by the Employee in
complying with this Section 10 provided that no such payment shall be required by the Company under this Section 10 during any period in which severance is being paid to the Employee pursuant to Section 7(d)
hereof. 
 11. EQUITABLE RELIEF AND OTHER REMEDIES. The Employee acknowledges and agrees that the Company’s
remedies at law for a breach or threatened breach of any of the provisions of Section 9 or Section 10 hereof would be inadequate and, in recognition of this fact, the Employee agrees that, in the event of such a breach or
threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy
which may then be available, without the necessity of showing actual monetary damages or the posting of a bond or other security. In the event of a violation by the Employee of Section 9 or Section 10 hereof, any severance
being paid to the Employee pursuant to this Agreement or otherwise shall immediately cease. 
 12. NO ASSIGNMENTS.
This Agreement is personal to each of the parties hereto. Except as provided in this Section 12 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party
hereto. The Company may assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company; provided that the Company shall require such successor to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or
assets, which assumes and agrees to perform the duties and obligations of the 

  
 18 








 
Company under this Agreement by operation of law or otherwise. In the event of the Employee’s death or a judicial determination of the Employee’s incapacity, references in this
Agreement to the Employee shall be deemed, where appropriate, to be references to the Employee’s heir(s), beneficiar(ies), executor(s) or other legal representative(s). 

13. NOTICE. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be
in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following
the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:  
 If to the Employee: 

At the address (or to the facsimile number) 

shown in the books and records of the Company. 

If to the Company: 

Spirit Realty Capital, Inc. 

2727 N. Harwood, Suite 300 

Dallas, TX 75033 

Attention: Board of Directors 

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt. 
 14. SECTION HEADINGS; INCONSISTENCY. The section headings used in
this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy
of the Company, the terms of this Agreement shall govern and control. 
 15. SEVERABILITY. The provisions of this
Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the
validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.

 16. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same instrument. Signatures delivered by facsimile (including, without limitation, by “pdf”) shall be deemed effective for all purposes. 

  
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 17. GOVERNING LAW; JURISDICTION. This Agreement, the rights and
obligations of the parties hereto, and all claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the choice of law provisions thereof. Each of the parties agrees
that any dispute between the parties shall be resolved only in the courts of the State of Texas or the United States District Court for the Northern District of Texas and the appellate courts having jurisdiction of appeals in such courts. In that
context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Employee’s employment by the Company or any
affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Texas, the court of the United States of America for the Northern
District of Texas, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Texas State court or, to the extent permitted by
law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Employee or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding
in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or
relating to this Agreement or the Employee’s employment by the Company or any affiliate of the Company, or the Employee’s or the Company’s performance under, or the enforcement of, this Agreement, (d) agrees that service of
process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Employee’s or the Company’s address as
provided in Section 13 hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Texas. The parties acknowledge and agree that
in connection with any dispute hereunder, each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses. 

18. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing and signed by the Employee and such officer or director of the Company as may be designated by the Board. As of the Effective Date, this Agreement, together with all exhibits hereto (if any) sets forth the entire
agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Employee and the Company with respect to the subject matter hereof, including, without
limitation, the Prior Employment Agreement but not any Company equity awards granted prior to the Effective Date except to the extent modified to be consistent with this Agreement. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. In the event of any inconsistency between the terms of this Agreement and the terms of any other plan, program,
agreement or arrangement of the Company or any of its affiliates, the terms of this Agreement shall, to the extent more favorable to the Employee, control. 

  
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 19. REPRESENTATIONS. The Employee represents and warrants to the Company
that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any
agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing the Employee’s material duties and obligations hereunder. The
Company represents and warrants to the Employee that it is duly authorized to enter into this Agreement and to perform all of its obligations in accordance with its terms. 

20. TAX MATTERS. 

(a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such
federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. 
 (b)
    SECTION 409A COMPLIANCE. 
 (i) The intent of the parties is that payments and benefits under
this Agreement be exempt from or comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from, and, to the extent not exempt, in compliance therewith. To the extent that
any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee
and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code
Section 409A, or damages for failing to comply with Code Section 409A, in each case, for any payments made consistent with the terms of this Agreement. 

(ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement
providing for the payment of any amount or benefit upon or following a termination of employment 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 shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Employee is
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 or the provision of any benefit that is considered “nonqualified
deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six
(6)-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay
period, all payments and benefits delayed pursuant to this Section 20(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in
a lump sum, and all remaining payments and benefits due under this Agreement shall be paid 

  
 21 








 
or provided in accordance with the normal payment dates specified for them herein. The Employee shall have no duties following any termination of Employee’s employment hereunder that are
inconsistent with the Employee having had a “separation from service” on or before his employment hereunder. 

(iii) To the extent that reimbursements or other in-kind benefits for the Employee constitute “nonqualified deferred
compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the
Employee, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in- kind benefits provided in any
taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. 

(iv) For purposes of Code Section 409A, the Employee’s right to receive installment payments pursuant to this
Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified
period shall be within the sole discretion of the Company and if such payment constitutes “nonqualified deferred compensation” for purposes of Code Section 409A and such payment period spans two calendar years, such payment shall be
made in the second calendar year. 
 (v) Notwithstanding any other provision of this Agreement to the contrary, in no event
shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

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

			
	SPIRIT REALTY CAPITAL, INC.
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

	
	 EMPLOYEE

	
	  

Jackson Hsieh




  
 23 








 EXHIBIT A 

GENERAL RELEASE 

I, Jackson Hsieh, in consideration of and subject to the performance by Spirit Realty Capital, Inc. (together with its
subsidiaries, the “Company”), of its obligations under the Amended and Restated Employment Agreement dated as of July             , 2017 (the “Agreement”),
do hereby release and forever discharge as of the date hereof the Company and its affiliates, subsidiaries and direct or indirect parent entities and all present, former and future directors, officers, agents, representatives, employees,
predecessors, successors and assigns of the Company and/or its affiliates, subsidiaries and direct or indirect parent entities (collectively, the “Released Parties”) to the extent provided below (this “General
Release”). The Released Parties are intended to be third- party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such
Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement. 

1. I understand that any payments or benefits paid or granted to me under Section 7 of the Agreement represent, in part,
consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 7 of the Agreement
unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or
arrangement maintained or hereafter established by the Company or its affiliates. 
 2. Except as provided in paragraphs 4
and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever
discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages,
other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or
unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation
or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of
1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification
Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law; or under any
other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of 







 
the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees
incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”). 
 3. I
represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above. 

4. I agree that this General Release does not waive or release any rights or claims that I may have under the Age
Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the
basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967). 

5. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released
Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief Notwithstanding the above, I further acknowledge that I am not waiving and am not being
required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or
participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to the Accrued Benefits or any severance benefits to which I am entitled under
Section 7 of the Agreement, (ii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents or otherwise, (iii) my rights as
an equity or security holder in the Company or its affiliates, or (iv) my rights to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. 

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the
Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims
(notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I
acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim
seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent
permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release. 

7. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed
or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct. 







 8. I agree that this General Release and the Agreement are confidential and agree
not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel that I have consulted regarding the meaning or effect hereof or as required by law, and I
will instruct each of the foregoing not to disclose the same to anyone. 
 9. Any non-disclosure provision in this General
Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory
Authority (FINRA), any other self-regulatory organization or any governmental entity. 
 10. I hereby acknowledge that
Sections 7 through 13, 15, 17, 18 and 20 of the Agreement shall survive my execution of this General Release. 

11. I represent that I am not aware of any claim by me other than the claims that are released by, or preserved by, this
General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if
known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it. 

12. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or
in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof. 

13. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid
under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this General Release shall be reformed , construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT: 

 

	 	1.	 I HAVE READ IT CAREFULLY; 



 

	 	2.	 I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO,
RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED; 


  

	 	3.	 I VOLUNTARILY CONSENT TO EVERYTHING IN IT; 










	 	4.	 I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL
READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION; 


  

	 	5.	 I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE CHANGES MADE
SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD; 


  

	 	6.	 I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS
RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED; 


  

	 	7.	 I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO
ADVISE ME WITH RESPECT TO IT; AND 


  

	 	8.	 I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY
AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME. 


  

			
	 SIGNED:
                                         
                                         
      
	  	 DATED:
                                         
                                       


	
                       
 Jackson Hsieh
	  	








 EXHIBIT B 

RESTRICTED STOCK AGREEMENT 







 EXHIBIT C 

PERFORMANCE SHARE AWARD AGREEMENT