exv10w1






Exhibit 10.1




FORM OF INDEMNIFICATION AGREEMENT




     This Indemnification Agreement (“Agreement”) is made as of this ___ day of
                    , 20___, by and between National Retail Properties, Inc., a Maryland corporation (the
“Company”), and                      (“Indemnitee”).



     WHEREAS, at the request of the Company, Indemnitee currently serves as a director or officer
of the Company and may, therefore, be subjected to claims, suits or proceedings arising as a result
of his or her service;



     WHEREAS, as an inducement to Indemnitee to continue to serve as such director or officer, the
Company has agreed to indemnify and to advance expenses and costs incurred by Indemnitee in
connection with any such claims, suits or proceedings, to the maximum extent permitted by law; and



     WHEREAS, the parties by this Agreement desire to set forth their agreement regarding
indemnification and advance of expenses.



     NOW, THEREFORE, in consideration of the premises and covenants contained herein, the Company
and Indemnitee hereby covenant and agree as follows:



     Section 1. Definitions. For purposes of this Agreement:



          (a) “Change in Control” means a change in control of the Company occurring after the
Effective Date of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form)
promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), whether or not the
Company is then subject to such reporting requirement; provided, however, that, without limitation,
such a Change in Control shall be deemed to have occurred if after the Effective Date (i) any
“person” (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities
of the Company representing 15% or more of the combined voting power of the Company’s then
outstanding securities entitled to vote generally in the election of directors without the prior
approval of at least two-thirds of the members of the Board of Directors in office immediately
prior to such person attaining such percentage interest; (ii) there occurs a proxy contest, or the
Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other
reorganization not approved by at least two-thirds of the members of the Board of Directors then in
office, as a consequence of which members of the Board of Directors in office immediately prior to
such transaction or event constitute less than a majority of the Board of Directors thereafter; or
(iii) during any period of two consecutive years, other than as a result of an event described in
clause (a)(ii) of this Section 1, individuals who at the beginning of such period constituted the
Board of Directors (including for this purpose any new director whose election or nomination for
election by the Company’s stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such period) cease for any
reason to constitute at least a majority of the Board of Directors.




          (b) “Corporate Status” means the status of a person who is or was a director, trustee,
officer, employee or agent of the Company or of any other foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise for which such person
is or was serving at the request of the Company.




1









 








          (c) “Disinterested Director” means a director of the Company who is not and was not a
party to the Proceeding in respect of which indemnification and/or advancement of Expenses is
sought by Indemnitee.




          (d) “Effective Date” means the date set forth in the first paragraph of this
Agreement.




          (e) “Expenses” means all reasonable and out-of-pocket attorneys’ fees, retainers,
court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness
in a Proceeding.




          (f) “Independent Counsel” means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither is, nor in the past five years has been,
retained to represent: (i) the Company or Indemnitee in any matter material to either such party,
or (ii) any other party to or witness in the Proceeding giving rise to a claim for indemnification
hereunder. Notwith-standing the foregoing, the term “Independent Counsel” shall not include any
person who, under the applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. If a Change of Control has not occurred, Independent
Counsel shall be selected by the Board of Directors, with the approval of Indemnitee, which
approval will not be unreasonably withheld. If a Change of Control has occurred, Independent
Counsel shall be selected by Indemnitee, with the approval of the Board of Directors, which
approval will not be unreasonably withheld.




          (g) “Proceeding” means any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, cause of action, administrative
hearing or any other proceeding, whether civil, criminal, administrative or investigative
(including on appeal), except one pending or completed on or before the Effective Date, unless
otherwise specifically agreed in writing by the Company and Indemnitee.




     Section 2. Services by Indemnitee. Indemnitee will serve as a director or officer of
the Company. However, this Agreement shall not impose any obligation on Indemnitee or the Company
to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by
other agreements or commitments of the parties, if any.



     Section 3. Indemnification — General. The Company shall indemnify, and advance
Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent
permitted by Maryland law in effect on the Effective Date and as amended from time to time;
provided, however, that no change in Maryland law shall have the effect of reducing the benefits
available to Indemnitee hereunder based on Maryland law as in effect on the Effective Date. The
rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set
forth in the other sections of this Agreement, including any additional indemnification permitted
by Section 2-418(g) of the Maryland General Corporation Law (“MGCL”).



     Section 4. Standard for Indemnification. If, by reason of Indemnitee’s Corporate
Status, Indemnitee is, or is threatened to be, made a party to or a witness in any Proceeding,
Indemnitee shall be indemnified against all judgments, penalties, fines and amounts paid in
settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with the Proceeding by reason of Indemnitee’s Corporate Status unless it is
established that (i) the act or omission of Indemnitee was material to the matter giving rise to
the Proceeding and (a) was committed in bad faith



2









 







or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received
an improper personal benefit in money, property or services, or (iii) in the case of any criminal
Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful.



     Section 5. Certain Limits on Indemnification. Notwithstanding any other provision of
this Agreement (other than Section 6), Indemnitee may not be indemnified:



          (a) if the Proceeding was one by or in the right of the Company and the Indemnitee is adjudged
to be liable to the Company; or




          (b) if the Indemnitee is adjudged to be liable on the basis that personal benefit was
improperly received in any Proceeding charging improper personal benefit to the Indemnitee, whether
or not involving action in the Indemnitee’s official capacity.




     Section 6. Court-Ordered Indemnification. Notwithstanding any other provision of this
Agreement, a court of appropriate jurisdiction, upon application of Indemnitee and such notice as
the court shall require, may order indemnification in the following circumstances:



          (a) if it determines Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the
MGCL, the court shall order indemnification, in which case Indemnitee shall be entitled to recover
the expenses of securing such reimbursement; or




          (b) if it determines that Indemnitee is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether or not Indemnitee (i) has met the standards of
conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of
an improper personal benefit under Section 2-418(c) of the MGCL, in which case the court may order
such indemnification as the court shall deem proper.




     Section 7. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.
Notwithstanding any other provision of this Agreement, and without limiting any such provision, to
the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, made a party to and is
successful, on the merits or otherwise, in the defense of any Proceeding, Indemnitee shall be
indemnified for all Expenses actually and reasonably incurred by him or her or on his or her behalf
in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all claims, issues or
matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 7 for all
Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with each claim, issue or matter in which Indemnitee is successful, allocated on a reasonable and
proportionate basis. For purposes of this Section and without limitation, the termination of any
claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.



     Section 8. Advance of Expenses. The Company shall, without requiring a preliminary
determination of Indemnitee’s entitlement to indemnification hereunder, advance all reasonable
Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with any
Proceeding to which Indemnitee is, or is threatened to be, made a party or a witness, within 10
days after the receipt by the Company of a statement or statements from Indemnitee requesting such
advance or advances from time to time, whether prior to or after final disposition of such
Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee
of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the
Company as authorized by law and by this Agreement
has



3









 







been met and a written undertaking by or on behalf of Indemnitee, in substantially the
form attached hereto as Exhibit A or in such form as may be required under applicable law
as in effect at the time of the execution thereof, to reimburse the portion of any Expenses
advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall
ultimately be established that the standard of conduct for indemnification, as set forth in Section
4, has not been met and which have not been successfully resolved as described in Section 7. To
the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter
in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The
undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of
Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such
advanced Expenses and without any requirement to post security therefor.



     Section 9. Procedure for Determination of Entitlement to Indemnification.



          (a) To obtain indemnification under Section 4 of this Agreement, Indemnitee shall submit to
the Company a written request, including such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon
receipt of such a request for indemnification, advise the Board of Directors in writing that
Indemnitee has requested indemnification.




          (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of
Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall
have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A)
by the Board of Directors (or a duly authorized committee thereof) by a majority vote of a quorum
consisting of Disinterested Directors (as herein defined), or (B) if a quorum of the Board of
Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such
quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the
Board of Directors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a
majority of the members of the Board of Directors, by the stockholders of the Company. If it is so
determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made
within ten days after such determination. Indemnitee shall cooperate with the person, persons or
entity making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any
documentation or information which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary to such determination in the
discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (ii)(B)
of this Section 9. Any Expenses actually and reasonably incurred by Indemnitee in so cooperating
with the person, persons or entity making such determination shall be borne by the Company
(irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the
Company shall indemnify and hold Indemnitee harmless therefrom.




          (c) In making a determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for indemnification in
accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to
overcome that presumption in connection with the making of any determination contrary to that
presumption.




4









 





          (d) The termination of any Proceeding by judgment, order, settlement, conviction, a plea of
nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not
create a presumption that Indemnitee did not meet the requisite standard of conduct described
herein for indemnification.




     Section 10. Remedies of Indemnitee.



          (a) If (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is
not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made
pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification
shall have been made pursuant to Section 9(b) of this Agreement within 30 days after receipt by the
Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to
Section 7 of this Agreement within 10 days after receipt by the Company of a written request
therefor, or (v) payment of indemnification is not made within 10 days after a determination has
been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an
adjudication in an appropriate court located in the State of Maryland, or in any other court of
competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advance of Expenses.
Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted
by a single arbitrator pursuant to the commercial Arbitration Rules of the American Arbitration
Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in
arbitration within 180 days following the date on which Indemnitee first has the right to commence
such proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall
not apply to a proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 7 of
this Agreement.




          (b) In any judicial proceeding or arbitration commenced pursuant to this Section 10, the
Company shall have the burden of proving that Indemnitee is not entitled to indemnification or
advance of Expenses, as the case may be.




          (c) If a determination shall have been made pursuant to Section 9(b) of this Agreement that
Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any
judicial proceeding or arbitration commenced pursuant to this Section 10, absent a misstatement by
Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification.




          (d) In the event that Indemnitee, pursuant to this Section 10, seeks a judicial adjudication
of or an award in arbitration to enforce his rights under, or to recover damages for breach of,
this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified
by the Company for, any and all Expenses actually and reasonably incurred by Indemnitee in such
judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or
arbitration that Indemnitee is entitled to receive part but not all of the indemnification or
advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial
adjudication or arbitration shall be appropriately prorated.




5









 





     Section 11. Defense of the Underlying Proceeding.



          (a) Indemnitee shall notify the Company promptly upon being served with or receiving any
summons, citation, subpoena, complaint, indictment, information, notice, request or other document
relating to any Proceeding which may result in the right to indemnification or the advance of
Expenses hereunder; provided, however, that the failure to give any such notice shall not
disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to
indemnification or the advance of Expenses under this Agreement unless the Company’s ability to
defend in such Proceeding or to obtain proceeds under any insurance policy is materially and
adversely prejudiced thereby, and then only to the extent the Company is thereby actually so
prejudiced.




          (b) Subject to the provisions of the last sentence of this Section 11(b) and of Section 11(c)
below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise
to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any
such decision to defend within 15 days following receipt of notice of any such Proceeding under
Section 11(a) above. The Company shall not, without the prior written consent of Indemnitee, which
shall not be unreasonably withheld or delayed, consent to the entry of any judgment against
Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of
Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of
Indemnitee from all liability in respect of such Proceeding, which release shall be in form and
substance reasonably satisfactory to Indemnitee. This Section 11(b) shall not apply to a
Proceeding brought by Indemnitee under Section 10 above or Section 17 below.




          (c) Notwithstanding the provisions of Section 11(b) above, if in a Proceeding to which
Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably
concludes, based upon an opinion of counsel approved by the Company, which approval shall not be
unreasonably withheld, that such Indemnitee may have separate defenses or counterclaims to assert
with respect to any issue which may not be consistent with other defendants in such Proceeding,
(ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company,
which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest
or potential conflict of interest exists between Indemnitee and the Company or (iii) if the Company
fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to
be represented by separate legal counsel of Indemnitee’s choice, subject to the prior approval of
the Company, which shall not be unreasonably withheld, at the expense of the Company. In addition,
if the Company fails to comply with any of its obligations under this Agreement or in the event
that the Company or any other person takes any action to declare this Agreement void or
unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits
intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel
of Indemnitee’s choice, subject to the prior approval of the Company, which shall not be
unreasonably withheld, at the expense of the Company (subject to Section 9(d)), to represent
Indemnitee in connection with any such matter.




     Section 12. Non-Exclusivity; Survival of Rights; Subrogation; Coordination of
Payments.



          (a) The rights of indemnification and advance of Expenses as provided by this Agreement shall
not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under
applicable law, the Articles of Incorporation or Bylaws of the Company, any agreement or a
resolution of the stockholders entitled to vote generally in the election of directors or of the
Board of Directors, or otherwise. This Agreement and the provisions hereof shall not be amended,
altered, limited, or repealed except in such written amendment signed by Indemnitee.




6









 





          (b) In the event of any payment under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers
required and take all action necessary to secure such rights, including execution of such documents
as are necessary to enable the Company to bring suit to enforce such rights.




          (c) The Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that
Indemnitee has otherwise actually received such payment under any insurance policy, contract,
agreement or otherwise.




     Section 13. Insurance. The Company will use its reasonable best efforts to acquire
and maintain directors and officers liability insurance, on terms and conditions deemed appropriate
by the Board of Directors of the Company, with the advice of counsel, covering Indemnitee or any
claim made against Indemnitee for service as a director or officer of the Company and covering the
Company for any indemnification or advance of Expenses made by the Company to Indemnitee for any
claims made against Indemnitee for service as a director or officer of the Company. Without in any
way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for
any payment by Indemnitee arising out of the amount of any deductible or retention and the amount
of any excess of the aggregate of all judgments, penalties, fines, settlements and reasonable
Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding over the
coverage of any insurance referred to in the previous sentence.



     Section 14. Indemnification for Expenses of a Witness. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is or may be, by reason of Indemnitee’s
Corporate Status, a witness in any Proceeding, whether instituted by the Company or any other
party, and to which Indemnitee is not a party but in which the Indemnitee receives a subpoena to
testify or to produce documents or responses, Indemnitee shall be advanced all reasonable Expenses
and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection therewith.



     Section 15. Duration of Agreement; Binding Effect.



          (a) This Agreement shall continue until and terminate upon the expiration of the applicable
statute of limitations for claims against Indemnitee that are subject to indemnification pursuant
to this Agreement; provided, that the rights of Indemnitee hereunder shall continue until the final
termination of any Proceeding then pending in respect of which Indemnitee is granted rights of
indemnification or advance of Expenses hereunder and of any Proceeding commenced by Indemnitee
pursuant to Section 10 of this Agreement relating thereto.




          (b) The indemnification and advance of Expenses provided by, or granted pursuant to, this
Agreement shall be binding upon and be enforceable by the parties hereto and their respective
successors and assigns (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company),
shall continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee or
agent of the Company or of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which such person is or was serving in any capacity at the written
request of the Company, and shall inure to the benefit of Indemnitee and his spouse, assigns,
heirs, devisees, executors and administrators and other legal representatives.




7









 





          (c) The Company shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all, substantially all or a substantial part, of the
business and/or assets of the Company, by written agreement in form and substance satisfactory to
Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform if no such succession had taken place.




     Section 16. Severability. If any provision or provisions of this Agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality
and enforceability of the remaining provisions of this Agreement (including, without limitation,
each portion of any section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.



     Section 17. Exception to Right of Indemnification or Advance of Expenses.
Notwith-standing any other provision of this Agreement, Indemnitee shall not be entitled to
indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought
by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this
Agreement, and then only to the extent in accordance with and as authorized by Sections 7 and 10 of
this Agreement, or (b) the Bylaws, the Articles of Incorporation, a resolution of the stockholders
entitled to vote generally in the election of directors or of the Board of Directors or an
agreement approved by the Board of Directors to which the Company is a party expressly provide
otherwise.



     Section 18. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original but all of which together shall
constitute one and the same Agreement.



     Section 19. Headings. The headings of the paragraphs of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.



     Section 20. Modification and Waiver. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.



     Section 21. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand
and receipted for by the party to whom said notice or other communication shall have been directed,
or (ii) mailed by certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:



8









 





          (a) If to Indemnitee, to: The address set forth on the signature page hereto.




          (b) If to the Company to:



National Retail Properties, Inc.

Attn: Secretary

450 South Orange Avenue, Suite 900

Orlando, Florida 32801



or to such other address as may have been furnished to Indemnitee by the Company or to the Company
by Indemnitee, as the case may be.




     Section 22. Governing Law. The parties agree that this Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of Maryland, without
regard to its conflicts of laws rules.



[Signature Page Follows]




9









 








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



	 	 	 	 	 
	 	 	NATIONAL RETAIL PROPERTIES, INC.,
	 	 	a Maryland corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	INDEMNITEE:
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





10









 






EXHIBIT A




FORM OF AFFIRMATION AND UNDERTAKING TO REPAY EXPENSES ADVANCED




The Board of Directors of National Retail Properties, Inc.




Re:  Undertaking to Repay Expenses Advanced




Ladies and Gentlemen:




     This undertaking is being provided pursuant to that certain Indemnification Agreement dated
the ___ day of                     , 20___, by and between National Retail Properties, Inc., a Maryland
corporation (the “Company”), and the undersigned Indemnitee (the “Indemnification Agreement”),
pursuant to which I am entitled to advance of expenses in connection with [Description of
Proceeding] (the “Proceeding”).



     Terms used herein and not otherwise defined shall have the meanings specified in the
Indemnification Agreement.



     I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged
actions or omissions by me in such capacity. I hereby affirm that at all times, insofar as I was
involved as [a director / an officer] of the Company, in any of the facts or events giving rise to
the Proceeding, I (1) acted in good faith and honestly, (2) did not receive any improper personal
benefit in money, property or services and (3) in the case of any criminal proceeding, had no
reasonable cause to believe that any act or omission by me was unlawful.



     In consideration of the advance of Expenses by the Company for reasonable attorneys’ fees and
related expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I
hereby agree that if, in connection with the Proceeding, it is established that (1) an act or
omission by me was material to the matter giving rise to the Proceeding and (a) was committed in
bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an
improper personal benefit in money, property or services or (3) in the case of any criminal
proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall
promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters
in the Proceeding as to which the foregoing findings have been established and which have not been
successfully resolved as described in Section 7 of the Indemnification Agreement. To the extent
that Advanced Expenses do not relate to a specific claim, issue or matter in the Proceeding, I
agree that such Expenses shall be allocated on a reasonable and proportionate basis.



     IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this ___ day of
                    , 20___.



WITNESS:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name: