18. Common Stock Incentive Plan

In 2012, our Board of Directors adopted and stockholders approved the Realty Income Corporation 2012 Incentive Award Plan, or the 2012 Plan, to enable us to motivate, attract and retain the services of directors and employees considered essential to our long-term success. The 2012 Plan offers our directors and employees an opportunity to own stock in Realty Income or rights that will reflect our growth, development and financial success. Under the terms of the 2012 plan, the aggregate number of shares of our common stock subject to options, restricted stock, stock appreciation rights, restricted stock units and other awards, will be no more than 3,985,734 shares. The 2012 Plan has a term of ten years from the date it was adopted by our Board of Directors.

The amount of share-based compensation costs recognized in general and administrative expense on our consolidated statements of income was $10.4 million during 2015, $12.0 million during 2014, and $20.8 million during 2013.

A. Restricted Stock

The following table summarizes our common stock grant activity under our 2012 Plan. Our outstanding restricted stock vests over periods ranging from immediately to five years.

	2015					2014					2013
	Number of		Weighted			Number of		Weighted			Number of		Weighted
	shares		average price		(1)	shares		average price		(1)	shares		average price		(1)
Outstanding nonvested
shares, beginning of year	527,176		$	29.02		722,263		$	23.37		895,550		$	19.94
Shares granted	161,949		$	50.87		262,655		$	39.87		484,060		$	41.13
Shares vested	(205,248	)	$	37.70		(440,348	)	$	36.88		(654,650	)	$	30.91
Shares forfeited	(27,595	)	$	45.58		(17,394	)	$	39.07		(2,697	)	$	37.30

Outstanding nonvested
shares, end of each period	456,282		$	30.46		527,176		$	29.02		722,263		$	23.37

(1) Grant date fair value.

During 2015, we issued 161,949 shares of common stock under the 2012 Plan. These shares generally vest over a five- year service period. However, one grant of 4,964 shares vested immediately, and of the 28,000 shares which are granted annually to our Board of Directors, 12,000 shares vested immediately, 8,000 shares vest in one year following the grant (assuming continued service), and 8,000 shares vest over a three year service period. Not included in the table above are 10,269 restricted stock units granted during 2015 that vest over a five year service period and have the same economic rights as shares of restricted stock.

The vesting schedule for shares granted to non-employee directors is as follows:

- For directors with less than six years of service at the date of grant, shares vest in 33.33% increments on each of the first three anniversaries of the date the shares of stock are granted;

- For directors with six years of service at the date of grant, shares vest in 50% increments on each of the first two anniversaries of the date the shares of stock are granted;

- For directors with seven years of service at the date of grant, shares are 100% vested on the first anniversary of the date the shares of stock are granted; and

- For directors with eight or more years of service at the date of grant, there is immediate vesting as of the date the shares of stock are granted.

For shares granted on or after January 1, 2015, shares granted to employees typically vest in 20% increments on each of the first five anniversaries of the grant date. For shares granted prior to December 2014, the typical vesting schedule for shares granted to employees was as follows:

- For employees age 55 and below at the grant date, shares vest in 20% increments on each of the first five anniversaries of the grant date;

- For employees age 56 at the grant date, shares vest in 25% increments on each of the first four anniversaries of the grant date;

- For employees age 57 at the grant date, shares vest in 33.33% increments on each of the first three anniversaries of the grant date;

- For employees age 58 at the grant date, shares vest in 50% increments on each of the first two anniversaries of the grant date;

- For employees age 59 at the grant date, shares are 100% vested on the first anniversary of the grant date; and

- For employees age 60 and above at the grant date, shares vest immediately on the grant date.

After being employed for six full months, all non-executive employees receive approximately 200 shares of restricted stock which vests over a five year period. Additionally, depending on certain company performance metrics or attainment of individual achievements, non-executive employees may receive grants of restricted stock which vests over a five year period.

As of December 31, 2015, the remaining unamortized share-based compensation expense related to restricted stock totaled $13.9 million, which is being amortized on a straight-line basis over the service period of each applicable award. The amount of share-based compensation is based on the fair value of the stock at the grant date. We define the grant date as the date the recipient and Realty Income have a mutual understanding of the key terms and condition of the award, and the recipient of the grant begins to benefit from, or be adversely affected by, subsequent changes in the price of the shares.

Due to a historically low turnover rate, we do not estimate a forfeiture rate for our nonvested shares. Accordingly, unexpected forfeitures will lower share-based compensation expense during the applicable period. Under the terms of our 2012 Plan, we pay non-refundable dividends to the holders of our nonvested shares. Applicable accounting guidance requires that the dividends paid to holders of these nonvested shares be charged as compensation expense to the extent that they relate to nonvested shares that do not or are not expected to vest. However, since we do not estimate forfeitures given our historical trends, we did not record any compensation expense related to dividends paid in 2015, 2014, or 2013.

As of December 31, 2015, 2014 and 2013, there were no common stock options outstanding for any of the periods presented.

B. Performance Shares

During 2015 and 2014, we granted performance share awards, as well as dividend equivalent rights, to our executive officers. The number of performance shares that vest is based on the achievement of the following performance goals:

2015 Performance Awards
Metrics		Weighting
Total shareholder return (“TSR”) relative to MSCI US REIT Index		50%
TSR relative to NAREIT Freestanding Index		20%
Dividend per share growth rate		20%
Debt-to-EBITDA ratio		10%

2014 Performance Awards
Metrics		Weighting
TSR relative to MSCI US REIT Index		60%
TSR relative to NAREIT Freestanding Index		20%
Debt-to-EBITDA ratio		20%

The performance shares are earned based on our performance, and vest 50% on the first and second January 1 after the end of the three year performance period, subject to continued service. The performance period for the 2014 performance awards began on January 1, 2014 and will end on December 31, 2016. The performance period for the 2015 performance awards began on January 1, 2015 and will end on December 31, 2017.

The fair value of the performance shares was estimated on the date of grant using a Monte Carlo Simulation model. The following table summarizes our performance share grant activity:

	2015					2014
		Number of	Weighted				Number of		Weighted
		performance	average				performance		average
		shares	price		(1)		shares		price		(1)
Outstanding nonvested shares, beginning of year		59,405	$	41.46			-		$	-
Shares granted		55,716	$	52.78			71,705		$	41.46
Shares vested		-	$	-			(4,067	)	$	41.46
Shares forfeited		-	$	-			(8,233	)	$	41.46

Outstanding nonvested shares, end of each period		115,121	$	46.94			59,405		$	41.46


(1) Grant date fair value.

As of December 31, 2015, the remaining share-based compensation expense related to the performance shares totaled $3.2 million. The portion related to the market-based awards is being recognized on a straight-line basis over the service period, and the portion related to the performance-based awards is being recognized on a tranche-by-tranche basis over the service period.