EX-10.12



 Exhibit 10.12 

ESSENTIAL PROPERTIES REALTY TRUST, INC. 

2018 INCENTIVE PLAN 

Restricted Stock Award Notice 
 [Name
of Holder] 
 You have been awarded shares of restricted stock of Essential Properties Realty Trust, Inc., a Delaware corporation (the
“Company”), pursuant to the terms and conditions of the Essential Properties Realty Trust, Inc. 2018 Incentive Plan (the “Plan”) and the Restricted Stock Award Agreement (together with this Award Notice, the
“Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan or the Agreement. 
  

			
	Restricted Stock:	  	You have been awarded [            ] restricted shares of Common Stock, par value $0.01 per share, subject to adjustment as provided in Section 6.2 of the
Agreement.
		
	Grant Date:	  	[                        ,
                    ]
		
	Vesting Schedule:	  	Except as otherwise provided in the Plan, the Agreement or any other agreement between the Company or any of its Subsidiaries and Holder, the Award shall vest in one-third annual installments
on each of the first, second and third anniversaries of the Grant Date if, and only if, Holder is, and has been, continuously (except for any absence for vacation, leave, etc. in accordance with the Company’s or its Subsidiaries’
policies): (i) employed by the Company or any of its Subsidiaries, (ii) serving as a Non-Employee Director or (iii) providing services to the Company or any of its Subsidiaries as an advisor or
consultant, in each case, from the date of this Agreement through and including such date.

  

			
	ESSENTIAL PROPERTIES REALTY TRUST, INC.
		
	By:	 	  

	Name:	 	[                            ]
	Title:	 	[                            ]









 Acknowledgment, Acceptance and Agreement: 

By signing below and returning this Award Notice to Essential Properties Realty Trust, Inc., I hereby acknowledge receipt of the Agreement and the Plan, accept
the Award granted to me and agree to be bound by the terms and conditions of this Award Notice, the Agreement and the Plan. 
  

	
	  

	Holder
	
	  

	Date

 Signature Page to Restricted Stock Agreement 

  








 ESSENTIAL PROPERTIES REALTY TRUST, INC. 

2018 INCENTIVE PLAN 

RESTRICTED STOCK AWARD AGREEMENT 

Essential Properties Realty Trust, Inc., a Delaware corporation (the “Company”), hereby grants to the individual (the
“Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the Essential Properties
Realty Trust, Inc. 2018 Incentive Plan (the “Plan”), a restricted stock award (the “Award”) for the number of shares of the Company’s Common Stock, par value $0.01 per share (“Stock”) set forth
in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). 

1. Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder (a) accepts this Agreement by
executing the Award Notice in the space provided therefor and returning an original execution copy of the Award Notice to the Company (or electronically accepts this Agreement within the Holder’s stock plan account with the Company’s stock
plan administrator according to the procedures then in effect), (b) if required by the Company, executes and returns one or more irrevocable stock powers to facilitate the transfer to the Company (or its assignee or nominee) of all or a portion of
the shares of Stock subject to the Award if any shares of Stock are forfeited pursuant to Section 4 or if required under applicable laws or regulations and (c) agrees to abide by all administrative procedures
established by the Company or its stock plan administrator, including any procedures requiring the Holder to notify the Company of any proposed sale of any Stock acquired upon the vesting of this Award. As soon as practicable after the Holder has
executed such documents and returned them to the Company, the Company shall cause to be issued in the Holder’s name the total number of shares of Stock subject to the Award. 

2. Rights as a Stockholder. Except as otherwise provided in this Agreement, the Holder shall have all rights as a holder of the Stock
subject to the Award, including, without limitation, voting rights, the right to receive dividends and other distributions thereon, and the right to participate in any capital adjustment applicable to all holders of Stock unless and until such
shares are forfeited pursuant to Section 4 hereof; provided, however, that a distribution with respect to shares of Stock (including, without limitation, a stock dividend or stock split), other than a
regular cash dividend, shall be delivered to the Company (and the Holder shall, if requested by the Company, execute and return one or more irrevocable stock powers related thereto) and shall be subject to the same restrictions as the shares of
Stock with respect to which such dividend or other distribution was made. 
 3. Custody and Delivery of Shares. The shares of Stock
subject to the Award shall be held by the Company or by a custodian in book entry form, with restrictions on the shares of Stock duly noted, until such Award shall have vested, in whole or in part, pursuant to Section 4
hereof, and as soon thereafter as practicable, subject to Section 6.1 hereof, the vested Stock shall be delivered to the Holder as the Holder shall direct. Alternatively, in the sole discretion of the Company, the Company
shall hold a certificate or certificates representing the 







 
shares of Stock subject to the Award until such Award shall have vested, in whole or in part, pursuant to Section 4 hereof, and the Company shall as soon thereafter as
practicable, subject to Section 6.1 hereof, deliver the certificate or certificates for the vested Stock to the Holder and destroy the stock power or powers relating to the vested Stock delivered by the Holder pursuant to
Section 1 hereof. If such stock power or powers also relate to unvested Stock, the Company may require, as a condition precedent to delivery of any certificate pursuant to this Section 3, the
execution and delivery to the Company of one or more stock powers relating to such unvested Stock. 
 4. Restriction Period and
Vesting. 
 4.1. Service-Based Vesting Condition. Except as otherwise provided in this Section 4, the
Award shall vest in accordance with the vesting schedule set forth in the Award Notice if, and only if, the Holder is, and has been, continuously (except for any absence for vacation, leave, etc. in accordance with the Company’s or its
Subsidiaries’ policies): (i) employed by the Company or any of its Subsidiaries, (ii) serving as a Non-Employee Director or (iii) providing services to the Company or any of its Subsidiaries as
an advisor or consultant, in each case, from the date of this Agreement through and including such date. The period of time prior to the vesting shall be referred to herein as the “Restriction Period.” 

4.2. Termination of Employment due to Death or Disability. If the Holder’s employment with the Company terminates prior to the end
of the Restriction Period by reason of the Holder’s death or termination by the Company due to Disability, then in either such case the Award shall become [fully vested][vested as of the date of termination with respect to a number of
additional shares of Stock that would have become vested during the one-year period following the date of such termination if the Holder’s employment with the Company had continued through such date and
the remainder of the Award that was not vested immediately prior to Holder’s death or termination due to Disability and which did not otherwise become vested pursuant to this Section 4.2 shall be immediately forfeited
by the Holder and cancelled by the Company]. For purposes of this Award, “Disability” shall have the meaning set forth in the employment agreement, if any, between the Holder and the Company or any of its Subsidiaries, provided that
if Holder is not a party to an employment agreement that contains such definition, then “Disability” shall mean Holder’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry
out effectively Holder’s duties and obligations to the Company or any of its Subsidiaries or, if applicable based on Holder’s position, to participate effectively and actively in the management of the Company or any of its Subsidiaries for
a period of at least 90 consecutive days or for shorter periods aggregating at least 120 days (whether or not consecutive) during any twelve month period, as determined in the reasonable judgment of the Board. A Disability shall be deemed to have
occurred on the date that either Holder or Holder’s personal representative or legal guardian, on the one hand, or the Company, on the other hand, provides notice to the other party of the satisfaction of each of the requirements to constitute
a Disability set forth above or on such other date as the parties shall mutually agree. 

  
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 4.3. Termination by the Company Other than for Death or Disability or by the Holder. If
the Holder’s employment with the Company terminates prior to the end of the Restriction Period (i) by the Company for any reason (other than by reason of the Holder’s death or Disability) or (ii) by the Holder by reason of the
Holder’s resignation from employment for any reason, then the portion of the Award that was not vested immediately prior to such termination of employment shall be immediately forfeited by the Holder and cancelled by the Company. 

4.4. Termination Following a Change in Control. If the Holder’s employment with the Company is terminated by the Company without
Cause during the one-year period following a Change in Control, then the Award shall become [fully vested] upon such termination of employment. For purposes of this Award,
“Cause” shall have the meaning set forth in the employment agreement, if any, between the Holder and the Company or any of its Subsidiaries, provided that if Holder is not a party to an employment agreement that contains such
definition, then “Cause” shall mean one or more of the following: (i) Holder’s refusal (after written notice and reasonable opportunity to cure) to perform duties properly assigned which are consistent with the scope and
nature of Holder’s position; (ii) Holder’s commission of an act materially and demonstrably detrimental to the financial condition and/or goodwill of the Company or any of its Subsidiaries, which act constitutes gross negligence or
willful misconduct in the performance of duties to the Company or any of its Subsidiaries; (iii) Holder’s commission of any theft, fraud, act of dishonesty or breach of trust resulting in or intended to result in material personal gain or
enrichment of Holder at the direct or indirect expense of the Company or any of its Subsidiaries; (iv) Holder’s conviction of a felony involving moral turpitude, but specifically excluding any conviction based entirely on vicarious
liability; or (v) a material violation of any restrictive covenant with respect to non-competition, non-solicitation, confidentiality or protection of trade secrets
(or similar provision regarding intellectual property) by which Holder is bound under any agreement between Holder and the Company and its Subsidiaries. No act or failure to act will be considered “willful” (x) unless it is done, or
omitted to be done, by Holder in bad faith or without reasonable belief that Holder’s action or omission was in the best interests of the Company or (y) if it is done, or omitted to be done, in reliance on the informed advice of the
Company’s outside counsel or independent accountants or at the express direction of the Board. 
 5. Transfer Restrictions and
Investment Representation. 
 5.1. Nontransferability of Award. During the Restriction Period, the shares of Stock subject to the
Award and not then vested may not be offered, sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) by the Holder or be subject to execution, attachment or similar process
other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of such shares shall be
null and void. 
 5.2. Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock acquired
upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been
registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state
securities laws, or pursuant to an exemption from 

  
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registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company,
to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition
precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the
shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable. 

5.3. Legends. The Holder understands and agrees that the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Stock together with any other legends that may be required by the Company or by state or federal securities laws: 

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) OF A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND ESSENTIAL PROPERTIES REALTY TRUST, INC. A COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICES OF, AND WILL BE MADE AVAILABLE FOR A PROPER PURPOSE BY, THE
CORPORATE SECRETARY OF ESSENTIAL PROPERTIES REALTY TRUST, INC. 
 5.4. Stop-Transfer Notices. The Holder agrees that in order to
ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 
 5.5. Refusal to Transfer. The Company shall not be required (i) to transfer
on its books any shares of Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Stock or to accord the right to vote or pay dividends to any purchaser or
other transferee to whom such shares of Stock shall have been so transferred. 
 6. Additional Terms and Conditions of Award. 

6.1. Withholding Taxes. (a) As a condition precedent to the delivery of the Stock at such time as required by
Section 6.8, the Holder shall, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as
income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If the Holder shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any
Required Tax Payments from any amount then or thereafter payable by the Company to the Holder. 

  
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 (b) The Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by
any of the following means: (1) a cash payment to the Company, (2) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Stock having an aggregate Fair
Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold whole shares of Stock which would otherwise be
delivered to the Holder having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments or (4) any combination of (1), (2) and (3). Any fraction of a share of Stock which would be required to satisfy any
such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Holder. No share of Stock or certificate representing a share of Stock shall be delivered until the Required Tax Payments have been satisfied in full.

 6.2. Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting
Standards Codification Topic 718, Compensation—Stock Compensation) that causes the per share value of shares of Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary
dividend, the terms of this Award, including the number and class of securities subject hereto, shall be appropriately adjusted by the Committee. In the event of any other change in corporate capitalization, including a merger, consolidation,
reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights
of the Holder. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive. 
 6.3. Compliance with
Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares of Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental
body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of shares hereunder, the shares of Stock subject to the Award shall not vest or be delivered, in whole or in part,
unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such
listing, registration, qualification, consent, approval or other action. 
 6.4. Delivery of Stock. Subject to
Section 6.1, upon the vesting of the Award, in whole or in part, the Company shall deliver or cause to be delivered to the Holder the vested shares of Stock in accordance with Section 3. The
Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 6.1. 

6.5. Award Confers No Rights to Continued Employment. In no event shall the granting of the Award or its acceptance by the Holder, or
any provision of the Agreement or the Plan, give or be deemed to give the Holder any right to continued employment by the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any
affiliate of the Company to terminate the employment of any person at any time. 

  
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 6.6. Decisions of Board or Committee. The Board or the Committee shall have the right to
resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive. 

6.7. Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any
person or persons who shall, upon the death of the Holder, acquire any rights hereunder in accordance with this Agreement or the Plan. 

6.8. Taxation; Section 83(b) Election. The Holder understands that the Holder is solely responsible for all tax
consequences to the Holder in connection with this Award. The Holder represents that the Holder has consulted with any tax consultants the Holder deems advisable in connection with the Award and that the Holder is not relying on the Company for any
tax advice. By accepting this Agreement, the Holder acknowledges his or her understanding that the Holder may file with the Internal Revenue Service an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the
“Code”) (a “Section 83(b) Election”), not later than 30 days after the Grant Date, to include in the Holder’s gross income the Fair Market Value of the unvested shares of Stock subject to the
Award as of such date. Before filing a Section 83(b) Election with the Internal Revenue Service, the Holder shall (i) notify the Company of such election by delivering to the Company a copy of the fully-executed Section 83(b) Election
Form attached hereto as Exhibit A, and (ii) pay to the Company an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld or paid over to such authority with respect to such unvested
shares, or otherwise make arrangements satisfactory to the Company for the payment of such amounts through withholding or otherwise. 
 6.9.
Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Essential Properties Realty Trust, Inc., Attn:
[                                 ], and if to the Holder, to the last known mailing
address of the Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with
confirmation of receipt, (c) by mailing in the United States mails or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of
receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication sent to the
Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company. 

6.10. Governing Law. This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent
not governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws. 

  
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 6.11. Agreement Subject to the Plan. This Agreement is subject to the provisions of the
Plan and shall be interpreted in accordance therewith. In the event that the provisions of this Agreement and the Plan conflict, the Plan shall control. The Holder hereby acknowledges receipt of a copy of the Plan. 

6.12. Entire Agreement. This Agreement and the Plan constitute the entire agreement of the parties with respect to the shares of Stock
subject to this Award and supersede in their entirety all prior undertakings and agreements of the Company and the Holder with respect to such shares of Stock, and may not be modified adversely to the Holder’s interest except by means of a
writing signed by the Company and the Holder. 
 6.13. Partial Invalidity. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted. 

6.14. Amendment and Waiver. The provisions of this Agreement may be amended or waived only by the written agreement of the Company and
the Holder, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement. 

6.15. Counterparts. The Award Notice may be executed in two counterparts, each of which shall be deemed an original and both of which
together shall constitute one and the same instrument. 

  
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 EXHIBIT A 

ELECTION TO INCLUDE VALUE OF RESTRICTED PROPERTY 

IN GROSS INCOME 
 IN YEAR
OF TRANSFER UNDER CODE SECTION 83(b) 
 The undersigned hereby elects pursuant to Section 83(b) of the Internal Revenue Code
of 1986, as amended (the “Code”), to include the value of the property described below in gross income in the year of transfer and supplies the following information in accordance with the regulations promulgated thereunder: 

 

	1.	The name, address and social security number of the undersigned: 

 [Name] 

[Address] 
 [Social Security
Number] 
  

	2.	A description of the property with respect to which the election is being made:                      shares of Common
Stock, par value $0.01 per share, of Essential Properties Realty Trust, Inc., a Delaware corporation, granted to the undersigned as restricted stock. 

  

	3.	The date on which the property was transferred:             , 20    . The taxable year for which such election is made: calendar
20    . 

  

	4.	The restrictions to which the property is subject: If the employment of the undersigned terminates prior to specified dates, the undersigned will forfeit the property transferred to the undersigned. 


 

	5.	The fair market value on         , 20     of the property with respect to which the election is being made: $        
per share. 

  

	6.	The amount paid for such property: $         per share. 

 A copy of
this election has been furnished to the Secretary of the Company pursuant to Treasury Regulations §1.83-2(d). 
  

			
	Dated:         , 20    	  	  
 «Name»



  
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