Exhibit 10.1


 


INDEPENDENT DIRECTOR AGREEMENT


 


THIS INDEPENDENT
DIRECTOR AGREEMENT (the “Agreement”) is made as of the ____ day of __________ 20__ (the “Effective
Date”), between Medalist Diversified REIT, Inc., a Maryland Company (the “Company”), and
____________, an individual (“Director”).


 


RECITALS:


 


A.       It
is essential to the Company to attract and retain the most capable persons available to serve on the board of directors of the
Company (the “Board”).


 


B.       The
Company believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and to
perform the functions and meet the Company’s needs related to its Board.


 


AGREEMENT:


 


NOW, THEREFORE, in
consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1.       Service as Director.Director
will serve as a director of the Company in accordance with the Company’s charter and by-laws, as each may be amended, and
perform all duties as a director of the Company, including without limitation (a) attending meetings of the Board, (b) serving
on one or more committees of the Board (each a “Committee”) and attending meetings of each Committee
of which Director is a member, and (c) using reasonable efforts to promote the business of the Company. In fulfilling his
responsibilities as a director of the Company, Director agrees that he shall act (i) honestly and in good faith, (ii) in a manner
he reasonably believes to be in the best interests of the Company, and (iii) with the care that an ordinarily prudent person in
a like position would use under similar circumstances.


 


2.       Compensation
and Expenses.


 


(a)       Board
Compensation. For the services provided to the Company as a director, as adjusted in accordance with Section 2(c), the
Director will be entitled to an initial grant of two thousand (2,000) shares of restricted common stock of the Company as of the
Effective Date and additional grants of restricted common stock as of the date of the Director’s reelection to the Board
(as applicable), as determined by the Board, with each such grant vesting as of end of the applicable term, provided Director is
still serving as a director of the Company as of the end of such term;


 


(b)       Expenses.
Upon submission of appropriate receipts, invoices or vouchers as may be reasonably required by the Company, in accordance with
its then effective expense reimbursement policies, the Company will reimburse Director for all reasonable out-of-pocket expenses
incurred in connection with the Director’s attendance at any meetings of the Board or of any committee of the Board.


 






     


     


    

 


(c)       Other
Benefits. The Board (or its designated Committee) may from time to time authorize compensation applicable to subsequent terms
of this Agreement, as well as additional compensation and benefits for Director, including additional awards under any stock incentive,
stock option, stock compensation or long term incentive plan of the Company, including, without limitation, the Medalist Diversified
REIT 2018 Equity Term Incentive Plan (the “2018 Plan”) or any other plan that may later be established by the
Company; provided, however, that nothing contained in this Agreement shall be interpreted or construed to require the Company
to implement or, having implemented, maintain, any such plan, including without limitation the 2018 Plan; and provided, further,
that Director agrees to abstain from voting either as a director of the Company or as a member of any such Committee with respect
to any proposal that he be the recipient of any such additional compensation or benefits, including without limitation the grant
of additional shares of restricted common stock pursuant to Section 2(a)(i) hereof.


 


3.       Term.
This Agreement shall remain in effect for the Director’s initial term pursuant to the charter and by-laws of the Company
and shall automatically renew upon each reelection of Director to the Board.


 


4.       D&O
Insurance; Right to Indemnification. The Company shall provide directors’ and officers’ liability insurance coverage
to Director in accordance with the Indemnification Agreement attached hereto as Exhibit A (the “Indemnification
Agreement”). Director shall be entitled to limitations of liability and the right to indemnification against expenses
and damages in connection with claims against Director relating to his service to the Company in accordance with the Indemnification
Agreement and to the fullest extent permitted by the Company’s charter and by-laws (as such documents may be amended from
time to time), the Maryland General Company Law, as amended from time to time and other applicable law.


 


5.       Amendments
and Waiver. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by both parties.
No waiver of any provision of this Agreement on a particular occasion will be deemed or will constitute a waiver of that provision
on a subsequent occasion or a waiver of any other provision of this Agreement.


 


6.       Binding
Effect. This Agreement will be binding upon and inure to the benefit of and be enforceable by the parties and their respective
heirs, legatees, devisees, executors, administrators, trustees, personal representatives, successors and assigns.


 


7.       Severability.
The provisions of this Agreement are severable, and any provision of this Agreement that is held by a court of competent jurisdiction
to be invalid, void, or otherwise unenforceable in any respect will not affect the validity or enforceability of any other provision
of this Agreement.


 


8.       Governing
Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Maryland applicable
to contracts made and to be performed in that state without giving effect to the principles of conflicts of laws.


 






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9.       Entire
Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof,
superseding all negotiations, prior discussions and prior agreements and understanding relating to such subject matter.


 


10.     Miscellaneous.
This Agreement may be executed by the Company and Director in any number of counterparts, each of which shall be deemed an original
instrument, but all of which together shall constitute but one and the same instrument. Any party may execute this Agreement by
facsimile signature and the other party will be entitled to rely on such facsimile signature as evidence that this Agreement has
been duly executed by such party. Any party executing this Agreement by facsimile signature will promptly forward to the other
party an original signature page by overnight courier. Director acknowledges that this Agreement does not constitute a contract
of employment and does not imply that the Company will continue his service as a director for any period of time.


 


[Remainder of page intentionally left
blank; signatures appear on following pages]


 



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


 





		COMPANY:
		 
	 	Medalist Diversified REIT, Inc., a Maryland corporation
	 	 
	 	By:	              	 
	 	Name:  	 	 
	 	Title:	 	 





 





	 	INDEMNITEE:
	 	 
	 	        	           
	 	 	 
	 	 	 	 



 


	 	 	, an individual	 




    




 


	 	Address:	       	     
	 	         	 	 




 



 


[Signature page to Independent Director
Agreement – Medalist Diversified REIT, Inc.]


 






     


     


    

 


EXHIBIT A


 


Indemnification Agreement


 


[See Attached]