Exhibit 10.5

 

STORE CAPITAL CORPORATION

DIRECTOR COMPENSATION PROGRAM

ADOPTED BY THE BOARD OF DIRECTORS

 

This Director Compensation Program (the “Program”) was adopted by the Board of Directors (the “Board”) of STORE Capital Corporation (the “Corporation) on August 27, 2014 in connection with its initial public offering of its common stock.  This Program may be amended by the Board, in whole or in part, at any time and in the Board’s discretion.

 

COMPENSATION AND RESTRICTED STOCK AWARDS FOR DIRECTORS AND COMMITTEE MEMBERS

 

	
Title
    	
 
    	
Compensation and Reimbursement of
   Expenses
    	
 
    	
Restricted
   Stock Awards
    	
 
    	
Vesting Schedule
   of Restricted
   Stock Awards
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Independent   Director and Chairman of the Board of Directors*
    	
 
    	
$200,000   annual cash retainer and travel expense reimbursement for attendance at   meetings of the Board of Directors
    	
 
    	
$200,000 annually
    	
 
    	
Vest over 4 years
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Independent   Director (non-Chairman of the Board of Directors)
    	
 
    	
$50,000   annual cash retainer, travel expense reimbursement for attendance at attendance   at meetings of the Board of Directors and $2,000 per meeting for each meeting   of the Board of Directors in excess of six (6) meetings per year
    	
 
    	
$80,000 annually
    	
 
    	
Vest annually at end of each year
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Non-independent   Director
    	
 
    	
Travel   expense reimbursement for attendance at meetings of the Board of Directors
    	
 
    	
None
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Audit   Committee Chairman
    	
 
    	
$17,500   annual cash retainer, if an Independent Director and not the Chairman of the   Board of Directors
    	
 
    	
None
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Audit   Committee Member (non-Chairman)
    	
 
    	
None
    	
 
    	
None
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Compensation   Committee Chairman
    	
 
    	
$10,000   annual cash retainer, if an Independent Director and not the Chairman of the   Board of Directors
    	
 
    	
None
    	
 
    	
N/A
    


 











 

	
Title
    	
 
    	
Compensation and Reimbursement of
   Expenses
    	
 
    	
Restricted
   Stock Awards
    	
 
    	
Vesting Schedule
   of Restricted
   Stock Awards
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Compensation   Committee Member (non-Chairman)
    	
 
    	
None
    	
 
    	
None
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nominating   and Corporate Governance Committee Chairman
    	
 
    	
$10,000   annual cash retainer, if an Independent Director and not the Chairman of the   Board of Directors
    	
 
    	
None
    	
 
    	
N/A
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nominating   and Corporate Governance Committee Member (non-Chairman)
    	
 
    	
None
    	
 
    	
None
    	
 
    	
N/A
    


 




*Applies only to Morton H. Fleischer

 

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