8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2016

NATIONAL RETAIL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-11290	56-1431377
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

450 South Orange Avenue Suite 900 Orlando, Florida	32801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (407) 265-7348

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Craig Macnab

On September 29, 2016, National Retail Properties, Inc. (the “Company”) announced that, as the culmination of the Company’s long-term executive succession planning process, Craig Macnab, the Company’s Chief Executive Officer (the “CEO”) and Chairman of the Board of Directors (the “Board”) of the Company, and the Board mutually agreed that Mr. Macnab will retire from employment with the Company and as a member of the Board effective as of April 28, 2017 (such date, the “Effective Date”). Mr. Macnab will remain the CEO through the Effective Date and he will thereafter assist the Company with transitional and other assigned matters. In addition, Mr. Macnab will continue to serve as a member of the Board through the Effective Date.

In connection with his retirement, the Company and Mr. Macnab entered into a Retirement and Transition Agreement (the “Retirement Agreement”). The principal terms of the Retirement Agreement provide that:

• In order to facilitate the transition, Mr. Macnab will make himself available to consult with the Company as reasonably requested by the Company from time to time for the 20-month period following the Effective Date. In consideration for the consulting services, commencing on the Effective Date, the Company will pay Mr. Macnab a monthly fee of $60,000.

• Mr. Macnab will receive the payments and benefits associated with the Company’s decision not to renew his employment term as set forth in Section 4.4 of his Employment Agreement with the Company, dated as of December 1, 2008 (as amended on November 19, 2010).

• In recognition of Mr. Macnab’s significant contributions and long-standing service to the Company, he will receive a special retirement bonus in an amount equal to $750,000 in a lump sum.

• To further strengthen his alignment with shareholder interests during 2017, Mr. Macnab will receive a performance-based vesting restricted stock award in accordance with the 2017 executive compensation plan to be approved by the Board.

• The equity awards held by Mr. Macnab as of the Effective Date will be treated as follows:

• All of the restricted stock awards subject to only time-based vesting conditions will vest as of immediately prior to the Effective Date; and

• The restricted stock awards subject to performance-based vesting conditions will continue to vest following the Effective Date on the same vesting terms and schedule (including attainment of applicable performance goals) with respect to the same number of shares of Company stock as set forth in the applicable award agreements.

Mr. Macnab will receive the foregoing payments and benefits provided he executes and does not revoke a release of claims in favor of the Company and he complies with non-competition, non-solicitation, non-disclosure and non-disparagement covenants described in the Retirement Agreement.

The foregoing summary of the terms and conditions of the Retirement Agreement is qualified in its entirety by reference to the full text of the Retirement Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Appointment of Julian E. (“Jay”) Whitehurst as Chief Executive Officer

On September 29, 2016, the Company also announced that the Board has appointed Jay Whitehurst, age 58, the Company’s current President and Chief Operating Officer, as Mr. Macnab’s successor. Mr. Whitehurst has served as President of the Company since May 2006 and as Chief Operating Officer of the Company since June 2004. Mr. Whitehurst will assume the position of President and CEO on the Effective Date.

Mr. Whitehurst entered into an employment agreement with the Company on December 1, 2008 (as amended on November 19, 2010, the “Original Employment Agreement”). In connection with his appointment as CEO of the Company, the Company amended and restated the terms of the Original Employment Agreement (the “Amended Employment Agreement”), which agreement will become effective on the Effective Date. The Amended Employment Agreement has an initial term expiring on April 30, 2020, subject to automatic renewals for successive two-year periods (unless the Amended Employment Agreement is terminated in accordance with its terms or either party provides the other with notice of non-renewal at least 60 days prior to the expiration of the then-applicable term).

The terms of the Amended Employment Agreement are substantially similar to the Original Employment Agreement, with the following key differences:

• Mr. Whitehurst will be entitled to receive an annual base salary of $700,000.

• Under the Original Agreement, Mr. Whitehurst was entitled to receive a tax gross-up payment under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Golden Parachute Provisions”). The tax gross-up payment was eliminated in the Amended Employment Agreement and replaced with a provision providing that, if the payments and benefits under the Amended Employment Agreement (together with any other payments and benefits that Mr. Whitehurst may receive) would trigger the excise tax under the Golden Parachute Provisions, then the payments and benefits would be either paid in full (with no excise tax gross-up payment) or reduced to the level that the payments and benefits would not trigger the excise tax, whichever results in the greatest amount of after-tax benefits to Mr. Whitehurst.

• The multiplier used to calculate the amount of base salary continuation Mr. Whitehurst will receive on a termination of his employment due to non-renewal of the employment term was fixed at 100% regardless of when his employment is terminated (under the Original Employment Agreement, the multiplier was 200% during the initial term and 100% thereafter).

• The multiplier used to calculate the amount of cash severance that Mr. Whitehurst will receive in connection with a termination of his employment by the Company without “cause” or by him for “good reason” (as such terms are defined in the Amended Employment Agreement) was increased from 250% to 300%.

• A provision for payments and benefits on a retirement from employment was included pursuant to which Mr. Whitehurst will receive a prorated annual bonus based on attainment of the Company’s actual performance, healthcare continuation coverage for one year after retirement and accelerated vesting of his time-based vesting restricted stock awards.

The foregoing summary of the terms and conditions of the Amended Employment Agreement is qualified in its entirety by reference to the full text of the Amended Employment Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

The terms of Mr. Macnab’s retirement and Mr. Whitehurst’s promotion are not expected to have any effect on the Company’s earnings in fiscal year 2016.

Appointment of Robert C. Legler as Chairman of the Board

The Board has appointed Robert C. Legler, who currently serves as the Lead Independent Director, to serve as Chairman of the Board effective as of the Effective Date.

A copy of the press release announcing these events is attached hereto as Exhibit 99.1.

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Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1 Retirement and Transition Agreement, dated as of September 29, 2016, between the Company and Craig Macnab.

Exhibit 10.2 Amended and Restated Employment Agreement, dated as of September 29, 2016, between the Company and Julian Whitehurst.

Exhibit 99.1 Press Release, dated September 29, 2016.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NATIONAL RETAIL PROPERTIES, INC.
By:	/s/ Kevin B. Habicht
Name:	Kevin B. Habicht
Title:	Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer

Date: September 30, 2016

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EX-10.1

Exhibit 10.1

RETIREMENT AND TRANSITION AGREEMENT

THIS RETIREMENT AND TRANSITION AGREEMENT (this “Agreement”), dated as of September 29, 2016, by and between National Retail Properties, Inc., with its principal place of business at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (the “Company”), and Craig Macnab, residing at the address set forth on the signature page hereof (“Executive”).

WHEREAS, Executive is employed by the Company as its Chief Executive Officer pursuant to that certain Employment Agreement, dated as of December 1, 2008 (as amended on November 19, 2010, the “Employment Agreement”);

WHEREAS, Executive desires to retire from employment with the Company; and

WHEREAS, to facilitate his transition, Executive agrees to make himself available to provide services to the Company on the terms and conditions set forth herein.

Accordingly, the parties hereto agree as follows:

1. Retirement.

1.1 Removal from Positions. Executive shall retire from employment with the Company and its subsidiaries and affiliates (collectively, the “Company Group”) on April 28, 2017 (such date, the “Retirement Date”). In that regard, as of the Retirement Date, (a) Executive’s position as Chief Executive Officer of the Company, (b) Executive’s position as a member of the Board of Directors of the Company (the “Board”) and (c) all other officer positions, directorships and other positions that Executive holds with the Company Group shall terminate. Executive and Company agree that, following the expiration of Executive’s current term on the Board, the Company shall cause Executive not to be nominated for re-election to the Board.

1.2 Notice of Non-Renewal. In accordance with the last sentence of Section 1 and Section 4.4 of the Employment Agreement, this Agreement serves as notice to Executive of the Company’s decision not to renew the term of the Employment Agreement.

1.3 Release Agreement. Executive’s receipt of any payments and benefits pursuant to this Agreement (other than the payments and benefits pursuant to Sections 4.1(a), (b) and (d) (the “Accrued Obligations”)) is subject to Executive’s signing and not revoking the Release Agreement substantially in the form attached hereto as Exhibit A (the “Release Agreement”); provided that the Release Agreement is effective within 30 days following the Retirement Date. No payments or benefits under this Agreement (other than the Accrued Obligations) shall be paid or provided to Executive until the Release Agreement becomes effective in accordance with the deadline specified in the preceding sentence.

2. Continued Compensation and Services.

2.1 Continued Salary and Benefits. During the period commencing on the date of this Agreement and ending on the Retirement Date (or, if earlier, the date of any termination of Executive’s employment with the Company) (the “Continuation Period”), (a) Executive shall

continue to receive his current annual base salary at the rate of $772,500 (the “Base Salary”) in accordance with the Company’s usual and customary payroll practices (it being understood that the amount of the Base Salary shall not be increased prior to the Retirement Date) and (b) Executive shall continue to participate as an employee in the Company’s incentive compensation, health and welfare plans, programs and arrangements in accordance with their terms (it being understood that Executive shall be entitled to any bonus in respect of 2016 in accordance with, and to be paid consistent with, the Company’s existing bonus plan).

2.2 Duties and Cooperation. During the Continuation Period, Executive agrees to (a) render Executive’s services in accordance with the standards required under Section 2 of the Employment Agreement and (b) provide in good faith Executive’s support and cooperation to ensure a successful transition (including, without limitation, active participation in external meetings with (i) the Company’s shareholders, tenants and creditors and (ii) rating agencies, investors and analysts).

3. Transition.

3.1 Consulting Period and Services. Commencing on the Retirement Date and ending on the 20-month anniversary thereof (the “Consulting Period”), Executive shall make himself available to consult with the Company as reasonably requested by the Company from time to time (the “Services”); provided that the Services shall not exceed 20% of the average level of services that Executive performed during the 36-month period prior to the Retirement Date.

3.2 Consulting Fee. In exchange for the Services, commencing on the Retirement Date, the Company agrees to pay Executive a monthly fee of $60,000 (the “Monthly Fee”) for a total fee of $1,200,000. Except as to the Monthly Fee, no other payment or benefits shall be due or payable to Executive for the Services. The Company may terminate Executive’s service for Cause (as defined below) prior to the expiration of the Consulting Period, and in such event Executive shall forfeit his right to receive the Monthly Fee for the remainder of the Consulting Period. For purposes of this Agreement, “Cause” means Executive’s: (a) conviction of (or pleading nolo contendere to), or an indictment or information is filed against Executive and is not discharged or otherwise resolved within 12 months thereafter, and said indictment or information charged Executive with a felony, any crime of moral turpitude, fraud or any act of dishonesty or any crime which is likely to result in material injury, either monetarily or otherwise, to the Company Group; (b) continued failure substantially to perform the Services or to carry out the lawful written directives of the Board; (c) material breach of a fiduciary duty, including disclosure of any conflicts of interests that are known to Executive, or with reasonable diligence should be known, relating to the Services, or otherwise engaging in gross misconduct or willful or gross neglect (in connection with the performance of the Services) which is materially injurious, either monetarily or otherwise, to the Company Group; or (d) material breach of any of the Restrictive Covenants (as defined below) or any other provisions of this Agreement; provided, that the Company shall not be permitted to terminate Executive for Cause except on written notice given to Executive at any time following the occurrence of any of the events described in clause (a), (b), (c) or (d) above. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause under clause (c) or (d) above unless the Company provided written notice to Executive setting forth in reasonable detail the reasons for the Company’s intention to terminate for Cause, Executive has been provided the opportunity,

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together with counsel, not later than 14 days following such notice to be heard before the Board and Executive failed within 30 days (or, if later, five business days after such hearing) to cure the event or deficiency set forth in the written notice.

3.3 Status as an Independent Contractor. In all matters relating to the Services, nothing under this Agreement shall be construed as creating any partnership, joint venture or agency between the Company and Executive or to constitute Executive as an agent, employee or representative of the Company. Executive shall act solely as an independent contractor and, as such, is not authorized to bind any member of the Company Group to third parties. Consequently, Executive shall not be entitled to participate during the Consulting Period in any of the employee benefit plans, programs or arrangements of the Company Group in his capacity as a consultant. Executive shall be responsible for and pay all taxes related to the receipt of compensation in connection with the provision of the Services. Executive shall not make any public statements concerning the Services that purport to be on behalf of the Company Group, in each case without prior consent from the Company. Notwithstanding Executive’s status as an independent contractor in providing the Services, to the fullest extent permitted by applicable law and the Company’s constituent documents applicable to officers and directors of the Company, (a) Executive shall continue to be entitled to indemnification for any loss, damage, or claim incurred by, imposed or asserted against Executive in connection with the Services provided to the Company, and (b) the Company shall pay the expenses incurred by Executive in defending any claim, demand, action, suit or proceeding related thereto as such expenses are incurred by Executive and in advance of the final disposition of such matter; provided that Executive shall be entitled to the coverage under clauses (a) and (b) on the same terms and conditions as were in effect prior to the Retirement Date.

4. Severance Benefits.

4.1 Payments. The Company shall, in accordance with its obligations under Section 4.4 of the Employment Agreement, provide Executive with the following severance payments and benefits following the Retirement Date:

a. any accrued but unpaid Base Salary and paid time-off due to Executive as of the Retirement Date;

b. reimbursement under the Employment Agreement for expenses incurred but unpaid prior to the Retirement Date;

c. a cash payment equal to 100% of Executive’s Base Salary, payable in equal installments over a 12–month period in accordance with the Company’s usual and customary payroll practices;

d. for a period of one year after the Retirement Date, such health benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) as Executive would have received under the Employment Agreement (and at such costs to Executive as would have applied in the absence of such termination upon expiration); provided, however, that the Company shall in no event be required to provide any benefits otherwise required by this clause (d) after such time as

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Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements); and

e. a prorated annual bonus at the “target” level for the period beginning on January 1, 2017 and ending on the Retirement Date, payable in a lump sum.

4.2 Payment Timing. Subject to Section 11, the timing of the benefits and payments provided under Section 4.1 shall be as follows:

a. amounts payable pursuant to Sections 4.1(a) and (b) shall be paid in the normal course or in accordance with applicable law and in no event later than 30 days following the Retirement Date;

b. amounts payable pursuant to Sections 4.1(c) and (e) shall be paid or commence, as applicable, on the 60th day following the Retirement Date, subject to Executive’s execution and non-revocation of the Release Agreement; and

c. amounts payable for the health benefits provided pursuant to Section 4.1(d) shall commence at the date following the Retirement Date that is required under the relevant health plans and programs to provide such benefits.

5. Special Retirement Bonus. In recognition of Executive’s contribution to the Company, and in consideration of the covenants incorporated herein and the waiver and release contained in the Release Agreement, the Company shall pay Executive a special retirement bonus equal to $750,000 in the aggregate in a lump sum (the “Retirement Bonus”). Executive’s receipt of the Retirement Bonus is subject to Executive’s (a) execution and non-revocation of the Release Agreement and (b) compliance with the obligations and covenants under this Agreement. The Retirement Bonus shall be paid to Executive on the 60th day following the Retirement Date.

6. Equity-Based Awards. With respect to restricted stock awards subject to time-based vesting conditions (the “Time-Based Awards”) or performance-based vesting conditions (the “Performance-Based Awards”) granted under the Company’s 2007 Performance Incentive Plan (as amended from time to time, the “Plan”) and the applicable award agreements thereunder, subject to Executive’s (a) execution and non-revocation of the Release Agreement and (b) compliance in all material respects with the obligations and covenants under this Agreement:

6.1 Accelerated Vesting of Time-Based Awards. All of the Time-Based Awards granted to Executive prior to the Retirement Date shall vest as of immediately prior to the Retirement Date. This Section 6.1 shall supersede the vesting provisions of Section 3(c) of the award agreements evidencing Executive’s Time-Based Awards granted prior to the Retirement Date.

6.2 Continued Vesting of Performance-Based Awards Without Proration. Notwithstanding Executive’s separation from service, the Performance-Based Awards granted to Executive prior to the Retirement Date shall continue to vest following his separation from service on the same vesting schedule (including attainment of applicable performance goals)

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with respect to the same number of shares of Company stock as set forth in the applicable award agreements, but there shall be no proration of awards for any partial period of service and any provision of the award agreements to the contrary is hereby superseded by this Agreement. In addition, upon vesting of any of the Performance-Based Awards, dividend equivalent payments in respect of such awards shall be paid to Executive in accordance with the terms of the Plan and the applicable award agreements governing such awards. This Section 6.2 shall supersede the vesting provisions of Section 3(c) of the award agreements evidencing Executive’s Performance-Based Awards granted prior to the Retirement Date.

6.3 2017 Performance-Based Awards. In consideration for his services in 2017, Executive shall be granted Performance-Based Awards in accordance with the 2017 executive compensation plan approved by the Board which will be consistent with the methodology for the grant of Performance-Based Awards to Executive in respect of the 2016 compensation plan. Such Performance-Based Awards shall be subject to the Plan and the applicable award agreements and shall vest on January 1, 2020 if the applicable performance goals of the Company are achieved in accordance with the terms of the applicable agreements evidencing such awards. Consistent with the treatment of existing Performance-Based Awards held by Executive contemplated by Section 6.2 herein, the number of shares of restricted stock subject to such awards shall not be prorated for any partial period of service during 2017 and the award agreements evidencing the Performance-Based Awards granted in 2017 shall be consistent with this Section 6.3. For the avoidance of doubt, Executive shall not receive any Time-Based Awards in 2017.

7. Retirement Plans; Life Insurance. Executive shall be entitled to receive his vested accrued benefits, if any, under the National Retail Properties, Inc. Retirement Plan in accordance with the terms and conditions of such plan. In addition, commencing on January 1, 2018 (or earlier, if required by the terms of the Company’s life insurance policy), the Company shall no longer pay life insurance premiums on behalf of Executive.

8. No Other Compensation or Benefits. Except as otherwise specifically provided herein or as required by the Consolidated Omnibus Reconciliation Act or other applicable law, Executive shall not be entitled to any compensation or benefits or to participate in any past, present or future employee benefit plans, programs or arrangements of the Company Group on or after the Retirement Date.

9. Covenants and Agreements.

9.1 Incorporation by Reference. Subject to Section 10, the covenants and agreements set forth in Sections 6.1 through 6.5 and Section 6.7 of the Employment Agreement (the “Restrictive Covenants”) are incorporated herein by reference as if such provisions were set forth herein in full. Notwithstanding the foregoing, the Company and Executive agree that (a) Executive shall be subject to the Restrictive Covenants at all times during the Consulting Period, (b) the one-year post-termination period applicable to the non-competition and non-solicitation covenants in Sections 6.2, 6.3 and 6.4 of the Employment Agreement shall not expire on the one-year anniversary of the Retirement Date but shall instead expire on the last day of the 20-month Consulting Period and (c) Executive’s existing and future ownership or investment in or development of, during the term of the Restrictive Covenants, properties that are leased to retail

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tenants shall not be a breach of Section 6.2 of the Employment Agreement; provided that such activities are the result of a personal or passive investment and are not in connection with Executive serving as a director, officer, employee, consultant or general partner of a Potential Competitor, as defined herein. A “Potential Competitor” shall mean a real estate investment trust, commercial developer, real estate limited partnership, insurance company, pension fund, financial institution or institutional real estate investor that primarily invests in net lease real estate that includes net lease retail properties. A Potential Competitor shall not mean any real estate investment trust or other public company for which Executive currently serves as a director as of the date of this Agreement.

9.2 Non-Disparagement. Subject to Section 10, Executive agrees to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically any comment that Executive knows or reasonably should know is critical in any material respect of the Company Group or any of its directors or officers or is otherwise detrimental in any material respect to the business or financial prospects or reputation of the Company Group. In addition, the Company agrees to instruct the Board and its executive officers to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically any comment that such individuals know or reasonably should know is critical in any material respect of Executive or is otherwise detrimental in any material respect to Executive or his reputation. Nothing in the foregoing shall preclude either Executive or the Company from providing truthful disclosures required by applicable law or legal process.

9.3 Return of Property. All files, records, documents, manuals, books, forms, reports, memoranda, studies, data, calculations, recordings, or correspondence, whether visually perceptible, machine-readable or otherwise, in whatever form they may exist, and all copies, abstracts and summaries of the foregoing, and all physical items related to the business of the Company, whether of a public nature or not, and whether prepared by Executive or not, are and shall remain the exclusive property of the Company, and shall not be removed from its premises, except as required in the course of Executive’s employment by the Company, without the prior written consent of the Company. No later than the Retirement Date, such items, including any copies or other reproductions thereof, shall be promptly returned by Executive to the Company (or, if requested by the Company, destroyed by Executive).

10. Confidential Disclosure in Reporting Violations of Law or in Court Filings. Executive acknowledges and the Company agrees that Executive may disclose Confidential Information (as such term is defined in the Employment Agreement) in confidence, directly or indirectly, to federal, state, or local government officials, including but not limited to the Department of Justice, the Securities and Exchange Commission (the “SEC”), the Congress, and any agency Inspector General or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or regulation or making other disclosures that are protected under the whistleblower provisions of state or federal laws or regulations. Executive may also disclose Confidential Information in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal. Nothing in this Agreement is intended to conflict with federal law protecting confidential disclosures of a trade secret to the government or in a court filing, 18 U.S.C. § 1833(b), or to create liability for disclosures of Confidential Information that are expressly allowed by 18 U.S.C. § 1833(b).

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11. Section 409A. This Agreement is intended to meet, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of Section 409A, and no such right to reimbursement or right to in-kind benefits shall be subject to liquidation or exchange for any other benefit. For purposes of Section 409A, each payment in a series of installment payments provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. If amounts payable under this Agreement do not qualify for exemption from Section 409A at the time of Executive’s separation from service and therefore are deemed deferred compensation subject to the requirements of Section 409A on the date of such separation from service, then if Executive is a “specified employee” under Section 409A on the date of Executive’s separation from service, payment of the amounts hereunder shall be delayed for a period of six months from the date of Executive’s separation from service if required by Section 409A. The accumulated postponed amount shall be paid in a lump sum within 10 days after the end of the six-month period. If Executive dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of Section 409A shall be paid to Executive’s estate within 10 days after the date of Executive’s death.

12. Miscellaneous.

12.1 Severability. As the provisions of this Agreement are independent of and severable from each other, the Company and Executive agree that if, in any action before any court or agency legally empowered to enforce this Agreement, any term, restriction, covenant, or promise hereof is found to be unreasonable or otherwise unenforceable, then such decision shall not affect the validity of the other provisions of this Agreement, and such invalid term, restriction, covenant, or promise shall also be deemed modified to the extent necessary to make it enforceable.

12.2 Notice. For purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when received if delivered in person, the next business day if delivered by overnight commercial courier (e.g., Federal Express), or the third business day if mailed by United States certified mail, return receipt requested, postage prepaid, to the following addresses:

If to the Company, to:

National Retail Properties, Inc.

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

Attn: Lead Independent Director

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with a copy to:

National Retail Properties, Inc.

450 South Orange Avenue, Suite 900

Orlando, Florida, 32801

Attention: General Counsel

and

Pillsbury Winthrop Shaw Pittman LLP

1200 Seventeenth Street, NW

Washington, DC 20036

Attn: Jeffrey B. Grill, Esq.

If to Executive, to:

Craig Macnab

at the address set forth on the signature page hereof

with a copy to:

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

Attention: J. Page Davidson, Esq.

Either party may change its address for notices in accordance with this Section 12.2 by providing written notice of such change to the other party.

12.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

12.4 Benefits; Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, legal representatives, successors and permitted assigns. Executive shall not assign this Agreement. However, the Company is expressly authorized to assign this Agreement to one of its affiliates or subsidiaries upon written notice to Executive; provided that (a) the assignee assumes all of the obligations of the Company under this Agreement, (b) Executive’s role when viewed from the perspective of such affiliate or subsidiary in the aggregate is comparable to such role immediately before the assignment, and (c) the Company, for so long as an affiliate of the assignee, remains secondarily liable for the financial obligations hereunder.

12.5 Entire Agreement. This Agreement, including its incorporated Exhibit A, constitutes the entire agreement between the parties, and all prior understandings, agreements or undertakings between the parties concerning Executive’s employment, termination of employment or the other subject matters of this Agreement (including, without limitation, the Employment Agreement (other than the Restrictive Covenants, which, as modified herein, shall remain in full force and effect)) are superseded in their entirety by this Agreement.

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12.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

12.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall be one and the same instrument.

12.8 Interpretation. As both parties having had the opportunity to consult with legal counsel, no provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or being deemed to have, drafted, devised, or imposed such provision.

12.9 Withholding. Any payments made to Executive under this Agreement shall be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract.

12.10 Survivability. Those provisions and obligations of this Agreement which are intended to survive shall survive notwithstanding termination of Executive’s employment with the Company.

12.11 Termination Prior to Retirement Date. For the avoidance of doubt, if Executive’s employment is terminated by him without “Good Reason” (as such term is defined in the Employment Agreement) or by the Company for “Cause” (as such term is defined in the Employment Agreement) prior to the Retirement Date, Executive shall not be entitled to receive the payments and benefits set forth herein.

12.12 Incorporation of Recitals. The recitals set forth in the beginning of this Agreement are hereby incorporated into the body of this Agreement as if fully set forth herein.

12.13 Expenses. The Company shall reimburse Executive for the reasonable costs and expenses of legal counsel incurred by Executive in connection with the review and negotiation of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

NATIONAL RETAIL PROPERTIES, INC.
By:	/s/ Robert C. Legler
Name:	Robert C. Legler
Title:	Chairman of the Compensation Committee

/s/ Craig Macnab

Craig Macnab

[Signature Page to Retirement and Transition Agreement]

EXHIBIT A

RELEASE AGREEMENT

THIS RELEASE AGREEMENT (this “Agreement”), dated as of                     , 2017, by and between National Retail Properties, Inc., with its principal place of business at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (the “Company”), and Craig Macnab, residing at the address set forth on the signature page hereof (“Executive”). Capitalized terms used herein but not defined shall have the meanings set forth in the Retirement and Transition Agreement, dated as of September 29, 2016 (the “Retirement Agreement”), by and between the Company and Executive.

WHEREAS, the Retirement Agreement sets forth the terms and conditions of Executive’s retirement from employment with the Company effective as April 28, 2017; and

WHEREAS, the Retirement Agreement provides that, in consideration for certain payments and benefits payable to Executive in connection with his retirement, Executive shall fully and finally release the Company Group from all claims relating to Executive’s employment relationship with the Company and the termination of such relationship.

Accordingly, the parties hereto agree as follows:

1. Release.

1.1 General Release. In consideration of the Company’s obligations under the Retirement Agreement and for other valuable consideration, Executive hereby releases and forever discharges the Company Group and each of their respective officers, employees, directors and agents (collectively, the “Released Parties”) from any and all claims, actions and causes of action (collectively, “Claims”), including, without limitation, any Claims arising under (a) the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514; Sections 748(h)(i), 922(h)(i) and 1057 of the Dodd-Frank Wall Street and Consumer Protection Act (the “Dodd Frank Act”), 7 U.S.C. § 26(h), 15 U.S.C. § 78u-6(h)(i) and 12 U.S.C. § 5567(a) but excluding from this release any right Executive may have to receive a monetary award from the SEC as an SEC Whistleblower, pursuant to the bounty provision under Section 922(a)-(g) of the Dodd Frank Act, 7 U.S.C. Sec. 26(a)-(g), or directly from any other federal or state agency pursuant to a similar program, or (b) any applicable federal, state, local or foreign law, that Executive may have, or in the future may possess arising out of (x) Executive’s employment relationship with and service as a director, employee, officer or manager of the Company Group, and the termination of such relationship or service, or (y) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the release set forth in this Section 1.1 shall not apply to (i) the obligations of the Company under the Retirement Agreement and (ii) the obligations of the Company to continue to provide director and officer indemnification to Executive as provided in the articles of incorporation, bylaws or other governing documents for the Company. Executive further agrees that the payments and benefits described in the Retirement Agreement shall be in full satisfaction of any and all claims for payments or benefits, whether express or implied, that Executive may have against the Company Group arising out of Executive’s employment relationship, Executive’s service as a director, employee, officer or

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manager of the Company Group and the termination thereof. The provision of the payments and benefits described in the Retirement Agreement shall not be deemed an admission of liability or wrongdoing by the Company Group. This Section 1.1 does not apply to any Claims that Executive may have as of the date Executive signs this Agreement arising under the federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). Claims arising under ADEA are addressed in Section 1.2 of this Agreement.

1.2 Specific Release of ADEA Claims. In consideration of the payments and benefits provided to Executive under the Retirement Agreement, Executive hereby releases and forever discharges the Company Group and each of their respective officers, employees, directors and agents from any and all Claims that Executive may have as of the date Executive signs this Agreement arising under ADEA. By signing this Agreement, Executive hereby acknowledges and confirms the following: (a) Executive was advised by the Company in connection with Executive’s termination to consult with an attorney of Executive’s choice prior to signing this Agreement and to have such attorney explain to Executive the terms of this Agreement, including, without limitation, the terms relating to Executive’s release of claims arising under ADEA; (b) Executive has been given a period of not fewer than 21 days to consider the terms of this Agreement and to consult with an attorney of Executive’s choosing with respect thereto; and (c) Executive is providing the release and discharge set forth in this Section 1.2 only in exchange for consideration in addition to anything of value to which Executive is already entitled.

1.3 Representation. Executive hereby represents that Executive has not instituted, assisted or otherwise participated in connection with, any action, complaint, claim, charge, grievance, arbitration, lawsuit or administrative agency proceeding, or action at law or otherwise against any member of the Company Group or any of their respective officers, employees, directors, shareholders or agents.

2. Cessation of Payments. In the event that Executive (a) files any charge, claim, demand, action or arbitration with regard to Executive’s employment, compensation or termination of employment under any federal, state or local law, or an arbitration under any industry regulatory entity, except in either case for a claim for breach of the Retirement Agreement or failure to honor the obligations set forth therein or (b) breaches any of the covenants or obligations contained in or incorporated into the Retirement Agreement, the Company shall be entitled to cease making any payments due pursuant to Sections 3, 4, 5 and 6 of the Retirement Agreement (other than the Accrued Obligations).

3. Voluntary Assent. Executive affirms that Executive has read this Agreement, and understands all of its terms, including the full and final release of claims set forth in Section 1.1. Executive further acknowledges that (a) Executive has voluntarily entered into this Agreement; (b) Executive has not relied upon any representation or statement, written or oral, not set forth in this Agreement; (c) the only consideration for signing this Agreement is as set forth in the Retirement Agreement; and (d) this document gives Executive the opportunity and encourages Executive to have this Agreement reviewed by Executive’s attorney and/or tax advisor.

4. Revocation. This Agreement may be revoked by Executive within the seven-day period commencing on the date Executive signs this Agreement (the “Revocation Period”). In the event

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of any such revocation by Executive, all obligations of the Company under the Retirement Agreement shall terminate and be of no further force and effect as of the date of such revocation. No such revocation by Executive shall be effective unless it is in writing and signed by Executive and received by the Company prior to the expiration of the Revocation Period.

5. Miscellaneous.

5.1 Severability. As the provisions of this Agreement are independent of and severable from each other, the Company and Executive agree that if, in any action before any court or agency legally empowered to enforce this Agreement, any term, restriction, covenant, or promise hereof is found to be unreasonable or otherwise unenforceable, then such decision shall not affect the validity of the other provisions of this Agreement, and such invalid term, restriction, covenant, or promise shall also be deemed modified to the extent necessary to make it enforceable.

5.2 Notice. For purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when received if delivered in person, the next business day if delivered by overnight commercial courier (e.g., Federal Express), or the third business day if mailed by United States certified mail, return receipt requested, postage prepaid, to the following addresses:

If to the Company, to:

National Retail Properties, Inc.

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

Attn: Lead Independent Director

with a copy to:

National Retail Properties, Inc.

450 South Orange Avenue, Suite 900

Orlando, Florida, 32801

Attention: General Counsel

and

Pillsbury Winthrop Shaw Pittman LLP

1200 Seventeenth Street, NW

Washington, DC 20036

Attn: Jeffrey B. Grill, Esq.

If to Executive, to:

Craig Macnab

at the address set forth on the signature page hereof

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with a copy to:

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

Attention: J. Page Davidson, Esq.

Either party may change its address for notices in accordance with this Section 5.2 by providing written notice of such change to the other party.

5.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

5.4 Benefits; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, legal representatives, successors and, in the case of a sale of all or substantially all of the Company’s assets, or upon any merger, consolidation or reorganization of the Company, the Company’s assigns.

5.5 Entire Agreement. This Agreement and the Retirement Agreement constitute the entire agreement between the parties, and all prior understandings, agreements or undertakings between the parties concerning Executive’s termination of employment or the other subject matters of this Agreement (including, without limitation, the Employment Agreement (other than the Restrictive Covenants, which, as modified in the Employment Agreement, shall remain in full force and effect)) are superseded in their entirety by this Agreement.

5.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

5.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall be one and the same instrument.

5.8 Interpretation. As both parties having had the opportunity to consult with legal counsel, no provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or being deemed to have, drafted, devised, or imposed such provision.

5.9 Incorporation of Recitals. The recitals set forth in the beginning of this Agreement are hereby incorporated into the body of this Agreement as if fully set forth herein.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

NATIONAL RETAIL PROPERTIES, INC.

By:

Name:

Title:

EXECUTIVE HEREBY ACKNOWLEDGES THAT EXECUTIVE HAS READ THIS AGREEMENT, THAT EXECUTIVE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT EXECUTIVE HEREBY ENTERS INTO THIS AGREEMENT VOLUNTARILY AND OF EXECUTIVE’S OWN FREE WILL.

Craig Macnab

[Signature Page to Release Agreement]

EX-10.2

Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 29, 2016, by and between National Retail Properties, Inc., with its principal place of business at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (the “Company”), and Julian E. Whitehurst, residing at the address set forth on the signature page hereof (“Executive”).

WHEREAS, the Company and Executive are parties to an existing Employment Agreement dated as of December 1, 2008 (as amended on November 19, 2010, the “Existing Employment Agreement”);

WHEREAS, effective as of April 28, 2017 (such date, the “Effective Date”), Executive shall be appointed as the Chief Executive Officer of the Company;

WHEREAS, the Company and Executive desire to amend and restate the Existing Employment Agreement to reflect Executive’s appointment as Chief Executive Officer; and

WHEREAS, effective as of the Effective Date, the Existing Employment Agreement shall terminate, and this Agreement shall govern the terms and conditions of Executive’s continuing employment by the Company.

Accordingly, the parties hereto agree as follows:

1. Term. The Company hereby employs Executive, and Executive hereby accepts such employment, for a term (as the same may be extended, the “Term”) commencing as of the Effective Date and continuing until April 30, 2020, unless terminated earlier in accordance with the provisions of Section 4. On April 30, 2020, the Term shall automatically be extended for successive two-year periods in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party of non-renewal in writing, in accordance with Section 8, 60 days prior to the expiration of the initial period or any subsequent renewal period.

2. Duties. During the Term, Executive shall be employed by the Company as Chief Executive Officer of the Company, and, as such, Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”), which duties shall not be materially inconsistent with the duties performed by executives holding similar offices with real estate investment trusts. Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder, except that Executive may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executive’s employment duties. Executive shall comply with the policies, standards, and regulations established from time to time by the Company.

3. Compensation.

3.1 Salary. For purposes of this Agreement, a “Contract Year” shall mean each calendar year during the Term. During the first Contract Year of the Term, the Company shall pay Executive a base salary at the rate of $700,000.00 per annum, in accordance with the customary payroll practices of the Company applicable to senior executives, but not less frequently than monthly. The Compensation Committee of the Board (the “Compensation Committee”) shall review Executive’s base salary each Contract Year during the Term and may increase such amount as it may deem advisable (such salary, as the same may be increased, the “Annual Salary”). The Annual Salary shall be prorated for any partial Contract Year.

3.2 Bonus and Incentive Compensation. Executive will be entitled to participate in the Company’s Annual Bonus Program as follows:

(a) Annual Bonus Compensation. Executive shall be eligible to receive a bonus each Contract Year (“Annual Bonus”) as the Compensation Committee of the Board of Directors shall determine. Executive’s Annual Bonus shall be determined in accordance with the Company’s executive compensation policies as in effect from time to time during the Term and shall be based, in part, on his achieving his individual performance goals for the year and, in part, on the Company’s achieving its performance goals for the year. The Annual Bonus shall be paid on a date within the 180 day period commencing on January 1 of the year following the year in which the applicable performance period ends.

(b) Equity Incentive Awards. Executive shall be eligible to participate each Contract Year in the Company’s equity incentive plans pursuant to the Company’s 2007 Performance Incentive Plan (or any successor thereto) or such other plans or programs as the Compensation Committee shall determine. In the event that the vesting terms of the applicable award agreements governing Executive’s equity-based incentive awards differ from or are in conflict with the vesting terms set forth in Section 4 of this Agreement, the terms of such award agreements shall govern and control.

3.3 Benefits – In General. Except with respect to benefits of a type otherwise provided for under Section 3.4, Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, retirement plans, fringe benefit programs and similar benefits that may be available to other senior executives of the Company generally, on the same terms as such other executives, in each case to the extent that Executive is eligible under the terms of such plans or programs.

3.4 Specific Benefits. Without limiting the generality of Section 3.3, the Company shall make available to Executive the fringe benefits set forth on Attachment “A” to this Agreement. Executive shall be entitled to 20 days of paid time off (“PTO”) per Contract Year (prorated for partial Contract Years). Unless otherwise required by law, no more than 10 days of unused PTO may be carried forward (on a “first-in, first-out” basis) to the immediately following year (but not thereafter).

3.5 Expenses. The Company shall pay or reimburse Executive for all ordinary and reasonable out-of-pocket expenses incurred by Executive during the Term in the

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performance of Executive’s services under this Agreement; provided that such expenses are incurred and accounted for by Executive in accordance with the policies and procedures established from time to time by the Company.

4. Termination of Employment.

4.1 Termination upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than (a) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (b) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates, payable within the 70-day period commencing on the date of Executive’s separation from service; (c) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (d) in the event of Executive’s death, (i) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (ii) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (e) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

4.2 Termination by the Company for Cause; Termination by Executive without Good Reason.

(a) For purposes of this Agreement, “Cause” shall mean Executive’s:

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(i) conviction of (or pleading nolo contendere to), or an indictment or information is filed against Executive and is not discharged or otherwise resolved within 12 months thereafter, and said indictment or information charged Executive with a felony, any crime of moral turpitude, fraud or any act of dishonesty, or any crime which is likely to result in material injury, either monetarily or otherwise, to the Company or any of its majority-owned subsidiaries;

(ii) continued failure substantially to perform his duties or to carry out the lawful written directives of the Board;

(iii) material breach of a fiduciary duty, including disclosure of any conflicts of interests that are known to Executive, or with reasonable diligence should be known, relating to Executive’s employment with the Company, or otherwise engaging in gross misconduct or willful or gross neglect (in connection with the performance of his duties) which is materially injurious, either monetarily or otherwise, to the Company or any of its majority-owned subsidiaries; or

(iv) material breach of any of Section 6 or any other provisions of this Agreement;

provided, that the Company shall not be permitted to terminate Executive for Cause except on written notice given to Executive at any time following the occurrence of any of the events described in clause (i), (ii), (iii) or (iv) above. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause under clause (ii) or (iv) above unless the Company provided written notice to Executive setting forth in reasonable detail the reasons for the Company’s intention to terminate for Cause, Executive has been provided the opportunity, together with counsel, not later than 14 days following such notice to be heard before the Board and Executive failed within 30 days (or, if later, five business days after such hearing) to cure the event or deficiency set forth in the written notice.

(b) The Company may terminate Executive’s employment hereunder for Cause, and Executive may terminate his employment at any time upon 60 days prior written notice to the Company. If the Company terminates Executive for Cause, or Executive terminates his employment and the termination by Executive is not covered by Section 4.3 or 4.5, (i) Executive shall receive Annual Salary and other benefits (but, in all events, and without increasing Executive’s rights under any other provision hereof, excluding any Annual Bonus not yet paid) earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment), and (ii) Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

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4.3 Termination by the Company without Cause; Termination by Executive for Good Reason.

(a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by Executive:

(i) a change in Executive’s reporting responsibilities such that he is no longer reporting directly to the Board (which shall mean in the event of a “Change of Control” (as defined in Section 6.9), the board of directors of the ultimate parent entity of the surviving entity);

(ii) a material reduction in Executive’s position, authority, duties or responsibilities (which shall include in the event of a Change of Control, if Executive is no longer the Chief Executive Officer (or, in the case of an entity which is not a corporation, has a comparable title given its form of organization) of the ultimate parent entity of the surviving entity);

(iii) a reduction in Annual Salary of Executive;

(iv) the relocation of Executive’s office to more than 50 miles from the Company’s principal place of business in Orlando, Florida;

(v) the Company’s material breach of this Agreement; or

(vi) the Company’s failure to obtain an agreement from any successor to the business of the Company by which the successor assumes and agrees to perform this Agreement.

Notwithstanding the foregoing, Good Reason under clause (i), (ii), (iii), (iv) or (v) above shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than 15 days from the date of such notice) is given by Executive to the Company no later than 30 days after the time at which Executive first becomes or should have become aware of the event or condition purportedly giving rise to Good Reason; and, in such event, the Company shall have 30 days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder, but, if the Company does not cure such event within the 30-day period, Executive must terminate his employment not later than 45 days after the end of such 30-day period in order for Good Reason to exist.

(b) The Company may terminate Executive’s employment at any time for any reason or no reason upon 30 days’ prior written notice to Executive and Executive may terminate Executive’s employment with the Company for Good Reason. If the Company terminates Executive’s employment and the termination is not covered by Section 4.1, 4.2, 4.4 or 4.5 or Executive terminates his employment for Good Reason:

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(i) Executive shall (subject, in the case of the following clauses (C), (D) and (G), to Executive’s delivery of a general release reasonably acceptable to the Company which shall have become irrevocable and Executive’s compliance with the covenants set forth in Section 6) be entitled to:

(A) any accrued but unpaid Annual Salary and PTO due to Executive as of the termination of employment;

(B) reimbursement under this Agreement for expenses incurred but unpaid prior to the termination of employment;

(C) a cash payment equal to 300% of Executive’s Annual Salary, payable in equal installments over a 12-month period in accordance with the Company’s usual and customary payroll practices;

(D) a cash payment equal to 300% of Executive’s average Annual Bonus for the three Contract Years immediately preceding the date of termination, payable in equal installments over a 12-month period in accordance with the Company’s usual and customary payroll practices; provided, however, that if Executive’s termination under this Section 4.3 occurs on or after the consummation of a Change of Control and Executive has not been employed as Chief Executive Officer for three Contract Years, then the amount payable to Executive under this clause (D) shall be equal to 300% of Executive’s average Annual Bonus for the Contract Years (including any partial Contract Years) that Executive has served as the Chief Executive Officer of the Company;

(E) vesting of any restricted stock, stock options or other equity awards in the Company Executive had been granted which Executive then continues to hold, to the extent then unvested;

(F) for a period of one year after termination, such health benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) as Executive would have received under this Agreement (and at such costs to Executive as would have applied in the absence of such termination); provided, however, that the Company shall in no event be required to provide any benefits otherwise required by this clause (F) after such time as Executive becomes entitled to receive benefits of the same type from

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another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements); and

(G) in the event of such a termination upon or after a Change of Control, a prorated Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates payable in a single lump sum; and

(ii) The timing of the payments provided under Section 4.3(b)(i) shall be as follows, except as provided in Section 4.6:

(A) Amounts payable pursuant to clauses (A) and (B) of Section 4.3(b)(i) shall be paid in the normal course or in accordance with applicable law and in no event later than 30 days following Executive’s separation from service;

(B) Amounts payable pursuant to clauses (C), (D) and (G) of Section 4.3(b)(i) shall be paid or commence, as applicable, on the 60^th day following the separation from service, provided Executive has delivered the release referenced in Section 4.3(b)(i) to the Employer and such release has become irrevocable; and

(C) Amounts payable for the health benefits provided pursuant to clause (F) of Section 4.3(b)(i) shall commence at the date following Executive’s separation from service that is required under the relevant health plans and programs to provide such benefits.

(iii) Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

4.4 Natural Termination. In the event that Executive’s employment by the Company pursuant to this Agreement terminates at the scheduled expiration of the Term because of a non-renewal of the Term as a result of a decision by the Company not to renew as contemplated by and in accordance with the last sentence of Section 1 (and not theretofore under Section 4.1, 4.2, 4.3 or 4.5),

(i) Executive shall (subject, in the case of the following clauses (C) and (E), to Executive’s delivery of a general release reasonably acceptable to the Company which shall have become irrevocable and Executive’s compliance with the covenants set forth in Section 6) be entitled to:

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(A) any accrued but unpaid Annual Salary and PTO due to Executive as of the termination of employment;

(B) reimbursement under this Agreement for expenses incurred but unpaid prior to the termination of employment;

(C) a cash payment equal to 100% of Executive’s Annual Salary, payable in equal installments over a 12-month period in accordance with the Company’s usual and customary payroll practices;

(D) for a period of one year after termination, such health benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) as Executive would have received under this Agreement (and at such costs to Executive as would have applied in the absence of such termination upon expiration); provided, however, that the Company shall in no event be required to provide any benefits otherwise required by this clause (D) after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements);

(E) a prorated Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates payable in a single lump sum; and

(F) only in the case of expiration of the initial Term, elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company Executive had been granted which Executive then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); and

(ii) The timing of the payments provided under Section 4.4(i) shall be as follows, except as provided in Section 4.6:

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(A) Amounts payable pursuant to clauses (A) and (B) of Section 4.4(i) shall be paid in the normal course or in accordance with applicable law and in no event later than 30 days following Executive’s separation from service;

(B) Amounts payable pursuant to clauses (C) and (E) of Section 4.4(i) shall be paid or commence, as applicable, on the 60^th day following the separation from service, provided Executive has delivered the release referenced in Section 4.4(i) to the Employer and such release has become irrevocable; and

(C) Amounts payable for the health benefits provided pursuant to clause (D) of Section 4.3(b)(i) shall commence at the date following Executive’s separation from service that is required under the relevant health plans and programs to provide such benefits.

(iii) Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

4.5 Termination Due to Retirement.

(a) For purposes of this Agreement, “Retirement” shall mean a voluntary termination of employment by Executive following the date that Executive attains age 64, accompanied by written notice from Executive to the Board in accordance with Section 8 at least 60 days prior to the proposed effective date of retirement notifying the Company of Executive’s election to retire, which such election shall be irrevocable.

(b) In the event that Executive’s employment by the Company pursuant to this Agreement terminates as a result of his retirement and not theretofore under Section 4.1, 4.2, 4.3 or 4.4),

(i) Executive shall (subject, in the case of the following clause (C), to Executive’s delivery of a general release reasonably acceptable to the Company which shall have become irrevocable and Executive’s compliance with the covenants set forth in Section 6) be entitled to:

(A) any accrued but unpaid Annual Salary and PTO due to Executive as of the termination of employment;

(B) reimbursement under this Agreement for expenses incurred but unpaid prior to the termination of employment;

(C) a prorated Annual Bonus based on attainment of the Company’s actual performance for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates payable in a single lump sum;

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(D) for a period of one year after termination, such health benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) as Executive would have received under this Agreement (and at such costs to Executive as would have applied in the absence of such termination upon expiration); provided, however, that the Company shall in no event be required to provide any benefits otherwise required by this clause (D) after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements);

(E) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company Executive had been granted which Executive then continues to hold, to the extent then unvested, with the number of Shares subject to such award; and

(F) any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) shall continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements, with the number of Shares subject to such award prorated for any partial Contract Year; and

(ii) The timing of the payments provided under Section 4.5(b)(i) shall be as follows, except as provided in Section 4.6:

(A) Amounts payable pursuant to clauses (A) and (B) of Section 4.5(b)(i) shall be paid in the normal course or in accordance with applicable law and in no event later than 30 days following Executive’s separation from service;

(B) Amounts payable pursuant to clause (C) of Section 4.5(b)(i) shall be paid in accordance with the last sentence of Section 3.2(a), provided Executive has delivered the release referenced in Section 4.5(b)(i) to the Employer and such release has become irrevocable; and

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(C) Amounts payable for the health benefits provided pursuant to clause (D) of Section 4.5(b)(i) shall commence at the date following Executive’s separation from service that is required under the relevant health plans and programs to provide such benefits.

(iii) Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

4.6 Delay in Payment to a Specified Employee. If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s separation from service, the provisions of this Section 4.6 shall apply but only if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”). No distribution shall be made to Executive under Section 4.1, 4.3, 4.4 or 4.5 of this Agreement before the date that is six months after his separation from service or, if earlier, the date of Executive’s death. Any amounts otherwise payable to Executive upon or in the six month period following Executive’s separation from service that are not so paid by reason of this Section 4.6 shall be paid (without interest) as soon as practicable (and in all events within 10 days) after the date that is six months after Executive’s separation from service (or, if earlier, as soon as practicable, and in all events within 10 days, after the date of Executive’s death).

5. Limitation on Payments.

5.1 General. In the event that the payments and benefits (the “Payments”) paid or provided to Executive under this Agreement or otherwise (a) constitute “parachute payments” within the meaning of Section 280G of the Code (“Section 280G”), and (b) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”), then the Payments shall be either (x) delivered in full, or (y) delivered as to such lesser extent which would result in no portion of the Payments being subject to excise tax under Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999. The provisions of this Section 5 shall apply if, at the time of any change in ownership or control of the Company (within the meaning of Section 280G), the Company is an entity whose stock is readily tradable on an established securities market (or otherwise), within the meaning of Section 280G.

5.2 Accountants’ Determinations. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 shall be made in writing by the Company’s independent public accountants immediately prior to the Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning

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the application of Section 280G and Section 4999. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. If a reduction in the Payments constituting “parachute payments” as defined in Section 280G is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (a) reduction of the cash severance payments; (b) cancellation of accelerated vesting of equity awards; and (c) reduction of continued employee benefits. In the event that the accelerated vesting of equity awards is to be cancelled, such vesting acceleration shall be cancelled in the reverse chronological order of Executive’s equity awards’ grant dates.

6. Non-Competition, Non-Solicitation, and Confidentiality; Certain Other Covenants.

6.1 Disclosure of Confidential Information. Executive acknowledges that the Company will provide Executive with confidential and proprietary information regarding the business in which the Company or any of its current or future subsidiaries or affiliates (collectively, other than the Company, the “Company Affiliates”) are involved, and the Company and the Company Affiliates will provide Executive with trade secrets, as defined in Section 688.002(4) of the Florida Statutes, of the Company and the Company Affiliates (hereinafter all such confidential information and trade secrets referred to as the “Confidential Information”). For purposes of this Agreement, “Confidential Information” includes, but is not limited to:

(a) Information related to the business of the Company and the Company Affiliates, including but not limited to marketing strategies and plans, sales procedures, operating policies and procedures, pricing and pricing strategies, business and strategic plans, financial statements and projections, accounting and tax positions and procedures, and other business and financial information of the Company and the Company Affiliates;

(b) Information regarding the customers of the Company and the Company Affiliates which Executive acquired as a result of his employment with the Company, including but not limited to, customer contracts, customer lists, work performed for customers, customer contacts, customer requirements and needs, data used by the Company and the Company Affiliates to formulate customer proposals, customer financial information and other information regarding the customer’s business;

(c) Information regarding the vendors of the Company and the Company Affiliates which Executive acquired as a result of his employment with the Company, including but not limited to, product and service information and other information regarding the business activities of such vendors;

(d) Training materials developed by and utilized by the Company and the Company Affiliates;

(e) Any other information which Executive acquired as a result of his employment with the Company and which Executive has a reasonable basis to believe the Company or the Company Affiliates, as the case may be, would not want disclosed to a business competitor or to the general public; and

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(f) Information which:

(i) is proprietary to, about or created by the Company or the Company Affiliates;

(ii) gives the Company or any of the Company Affiliates some competitive advantage, the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Company or the Company Affiliates;

(iii) is not typically disclosed to non-executives by the Company or otherwise is treated as confidential by the Company or the Company Affiliates; or

(iv) is designated as Confidential Information by the Company or from all the relevant circumstances should reasonably be assumed by Executive to be confidential to the Company or any Company Affiliates;

provided, however, that Confidential Information shall not include information which (x) at the time of receipt or thereafter becomes publicly known through no wrongful act of Executive, (y) is obtainable in the public domain, or (z) if Executive gives prior notice to the Company of any disclosure of information described in the following provisions of this clause (z), can be and is demonstrated by Executive as not having been developed by use of or reference to other Confidential Information and as not having been acquired or developed by Executive in connection with Executive’s employment or affiliation with the Company.

6.2 Covenant Not to Compete. While employed by the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (a) he currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (i) the applicable company (or companies) and (ii) the

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specific stock or other equity securities of the entity he owns, or (b) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall business.

6.3 Non-Solicitation of Clients. While employed by the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for himself or as principal, agent, independent contractor, consultant, director, officer, member, or employee of any other person, firm, corporation, partnership, company, association, business or other entity, solicit, attempt to contract with, or enter into a contractual or business relationship of any kind pertaining to any aspect of the Company’s Business, or any other business conducted by the Company or any Company Affiliate at the time of termination of employment or at any time in the prior 12-month period, with any person or entity with which the Company or any Company Affiliate has any contractual or business relationship, or engaged in negotiations toward such a contract, in the previous 12 months, if such solicitation, attempt to contract with, or entering into a contractual or business relationship would have a material adverse effect on the Company’s operations, financial condition, prospects or relationship with such person or entity.

6.4 Non-Solicitation of Employees. While employed by the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not directly or indirectly, for himself or as principal, agent, independent contractor, consultant, director, officer, member, or employee of any other person, firm, corporation, partnership, company, association or other entity, either (a) hire, attempt to employ, contact with respect to hiring, solicit with respect to hiring or enter into any contractual arrangement with any employee or former employee of the Company or any Company Affiliate, or (b) induce or otherwise advise or encourage any employee of the Company or any Company Affiliate to leave his or her employment; unless, in each such case, such employee or former employee has not been employed by the Company or a Company Affiliate for a period in excess of six months at the time of such solicitation, attempt to employ, contact, employment or inducement.

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6.5 Confidentiality. Subject to Section 6.10, while employed by the Company and after Executive’s employment terminates, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall keep secret and retain in strictest confidence, shall not disclose to any third-party, and shall not use for his benefit or the benefit of others, except in connection with the business affairs of the Company, any Company Affiliate, or any of their officers or directors (collectively, the “Benefited Persons”), all confidential and proprietary information and trade secrets relating to the business of the Company or any of the other Benefited Persons (but not if expressly excluded from being Confidential Information under the proviso of Section 6.1(f)), including, without limitation, the Confidential Information, unless such disclosure is required by a valid subpoena or other legal mandate or otherwise by rule of law or other valid order of a court or government body or agency. In the event disclosure so is required, Executive shall provide the Company with written notice of same at least five business days prior to the date on which Executive is required to make the disclosure. Notwithstanding the foregoing, the express terms of this Section 6.5 shall not apply in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal.

6.6 Tangible Items. All files, records, documents, manuals, books, forms, reports, memoranda, studies, data, calculations, recordings, or correspondence, whether visually perceptible, machine-readable or otherwise, in whatever form they may exist, and all copies, abstracts and summaries of the foregoing, and all physical items related to the business of the Company, whether of a public nature or not, and whether prepared by Executive or not, are and shall remain the exclusive property of the Company, and shall not be removed from its premises, except as required in the course of Executive’s employment by the Company, without the prior written consent of the Company. Such items, including any copies or other reproductions thereof, shall be promptly returned by Executive to the Company at any time upon the written request of the Company (or, if requested by the Company, destroyed by Executive). Notwithstanding the foregoing, the express terms of this Section 6.6 shall not apply in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal.

6.7 Non-Disparagement. Subject to Section 6.10, while employed by the Company and after Executive’s employment terminates, Executive agrees to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically (a) any derogatory comment concerning the Company and the Company Affiliates or any of their respective current or former directors, officers, employees or shareholders or (b) any other comment that could reasonably be expected to be detrimental to the business or financial prospects or reputation of the Company and the Company Affiliates. Nothing in the foregoing shall preclude Executive from providing truthful disclosures required by applicable law or legal process.

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6.8 Remedies.

(a) The Company and Executive acknowledge and agree that a breach by Executive of any of the covenants contained in this Section 6 will cause immediate and irreparable harm and damage to the Company and any other Benefited Person, and that monetary damages will be inadequate to compensate the Company, and any other Benefited Person, as the case may be, for such breach. Accordingly, Executive acknowledges that the Company and any other Benefited Person affected shall, in addition to any other remedies available to it at law or in equity, be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any violation of said covenants by Executive or any of his affiliates, associates, partners or agents, either directly or indirectly, without the necessity of proving the inadequacy of legal remedies or irreparable harm.

(b) Except with regard to Section 6.8(a), all disputes between the parties or any claims concerning the performance, breach, construction or interpretation of this Agreement, or in any manner arising out of this Agreement, shall be submitted to binding arbitration in accordance with the Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”), which arbitration shall be carried out in the manner set forth below:

(i) Within 15 days after written notice by one party to the other party of its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other party shall appoint its designated arbitrator and so notify the demanding party. Within 15 days thereafter, the two arbitrators so appointed shall appoint the third arbitrator. If the two appointed arbitrators cannot agree on the third arbitrator, then the AAA shall appoint an independent arbitrator as the third arbitrator. The dispute shall be heard by the arbitrators within 90 days after appointment of the third arbitrator. The decision of any two or all three of the arbitrators shall be binding upon the parties without any right of appeal. The decision of the arbitrators shall be final and binding upon the Company, its successors and assigns, and upon Executive, his heirs, personal representatives, and legal representatives.

(ii) The arbitration proceedings shall take place in Orlando, Florida, and the judgment and determination of such proceedings shall be binding on all parties. Judgment upon any award rendered by the arbitrators may be entered into any court having competent jurisdiction without any right of appeal.

(iii) Each party shall pay its or his own expenses of arbitration, and the expenses of the arbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a majority of the arbitrators, any claim or defense was unreasonable, the arbitrators may assess, as part of their award, all or any part of the arbitration expenses of the other party (including reasonable attorneys’ fees) and of the arbitrators and the arbitration proceeding.

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6.9 Change of Control. For the purposes of this Agreement, “Change of Control” shall be a change of control under the applicable definition contained in Section 2 of the Company’s 2007 Performance Incentive Plan, or successor thereto of comparable import; provided, however, that in no event shall a Change of Control for purposes of this Agreement be deemed to have arisen merely by virtue of a “person” or “group” (which terms shall have the meaning they have when used in Section 13(d) of the Securities Exchange Act of 1934, as amended) having become a direct or indirect owner of Company securities (such that a Change of Control would, without regard to this proviso, otherwise have been deemed to have occurred), if Executive is or is a member of such person or group.

6.10 Confidential Disclosure in Reporting Violations of Law or in Court Filings. Executive acknowledges and the Company agrees that Executive may disclose Confidential Information in confidence, directly or indirectly, to federal, state, or local government officials, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or regulation or making other disclosures that are protected under the whistleblower provisions of state or federal laws or regulations. Executive may also disclose Confidential Information in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal. Nothing in this Agreement is intended to conflict with federal law protecting confidential disclosures of a trade secret to the government or in a court filing, 18 B.SC. § 1833(b), or to create liability for disclosures of Confidential Information that are expressly allowed by 18 B.SC. § 1833(b).

7. Severability. As the provisions of this Agreement are independent of and severable from each other, the Company and Executive agree that if, in any action before any court or agency legally empowered to enforce this Agreement, any term, restriction, covenant, or promise hereof is found to be unreasonable or otherwise unenforceable, then such decision shall not affect the validity of the other provisions of this Agreement, and such invalid term, restriction, covenant, or promise shall also be deemed modified to the extent necessary to make it enforceable.

8. Notice. For purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when received if delivered in person, the next business day if delivered by overnight commercial courier (e.g., Federal Express), or the third business day if mailed by United States certified mail, return receipt requested, postage prepaid, to the following addresses:

(a) If to the Company, to:

National Retail Properties, Inc.

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

Attn: Chairman of the Compensation Committee

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with a copy to:

National Retail Properties, Inc.

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

Attn: General Counsel

and

Pillsbury Winthrop Shaw Pittman LLP

1200 Seventeenth Street, NW

Washington, DC 20036

Attn: Jeffrey B. Grill, Esq.

(b) If to Executive, to:

Julian E. Whitehurst

at the address set forth on the signature page hereof

Either party may change its address for notices in accordance with this Section 8 by providing written notice of such change to the other party.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

10. Benefits; Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, legal representatives, successors and permitted assigns. Executive shall not assign this Agreement. However, the Company is expressly authorized to assign this Agreement to a Company Affiliate upon written notice to Executive, provided that (a) the assignee assumes all of the obligations of the Company under this Agreement, (b) Executive’s role when viewed from the perspective of Company Affiliates in the aggregate is comparable to such role immediately before the assignment, and (c) the Company, for so long as an affiliate of the assignee, remains secondarily liable for the financial obligations hereunder.

11. Attorneys’ Fees. The Company agrees to reimburse Executive for his reasonable legal fees incurred in reviewing this Agreement. In the event of any legal proceeding relating to this Agreement or any term or provision thereof, the losing party shall be responsible to pay or reimburse the prevailing party for all reasonable attorneys’ fees incurred by the prevailing party in connection with such proceeding, except that, in the event of an arbitration, the provisions of Section 6.8(b)(iii) shall apply.

12. Entire Agreement Amendment. This Agreement, including its incorporated Attachment “A,” constitutes the entire agreement between the parties, and all prior understandings, agreements or undertakings between the parties concerning Executive’s employment or the other subject matters of this Agreement (including without limitation the Existing Employment Agreement) are superseded in their entirety by this Agreement.

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13. Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

14. No Duty to Mitigate. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payments hereunder be subject to offset in the event Executive does mitigate (except as otherwise provided in clause (i)(F) of the second sentence of Section 4.3(b) or clause (i)(D) of Section 4.4).

15. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but which together shall be one and the same instrument.

16. Tax Advice. Executive confirms and represents to the Company that he has had the opportunity to obtain the advice of legal counsel, financial and tax advisers, and such other professionals as he deems necessary for entering into this Agreement, and he has not relied upon the advice of the Company or the Company’s officers, directors, or employees.

17. Interpretation. As both parties having had the opportunity to consult with legal counsel, no provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or being deemed to have, drafted, devised, or imposed such provision.

18. Withholding. Any payments made to Executive under this Agreement shall be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract.

19. Section 409A. This Agreement is intended to meet, or be exempt from, the requirements of Section 409A, with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of Section 409A, and no such right to reimbursement or right to in-kind benefits shall be subject to liquidation or exchange for any other benefit. For purposes of Section 409A, each payment in a series of installment payments provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A.

20. Survivability. Those provisions and obligations of this Agreement which are intended to survive shall survive notwithstanding termination of Executive’s employment with the Company.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

NATIONAL RETAIL PROPERTIES, INC.
By:	/s/ Robert C. Legler
Name:	Robert C. Legler
Title:	Chairman of the Compensation Committee
/s/ Julian E. Whitehurst
Julian E. Whitehurst

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ATTACHMENT “A”

Additional Fringe Benefits

• $500/month car allowance

• Long-term disability coverage consistent with long-term disability coverage provided under the Company’s group plan for all associates

• Life insurance benefits with a face amount equal to Annual Salary (provided that, if at any time the Company cannot obtain such insurance at rates which are reasonable for the provision by the Company of such a benefit, the Company may then self-insure such benefits)

A-1

EX-99.1

Exhibit 99.1

NEWS RELEASE

For information contact:

Kevin B. Habicht

Chief Financial Officer

(407) 265-7348

FOR IMMEDIATE RELEASE

September 29, 2016

CRAIG MACNAB TO RETIRE AS CEO OF NATIONAL RETAIL

PROPERTIES, INC.; JULIAN E. (“JAY”) WHITEHURST NAMED AS

SUCCESSOR

– Transition to be effective April 28, 2017 –

Orlando, Florida, September 29, 2016 - National Retail Properties, Inc. (NYSE: NNN) (the “Company”) today announced that Craig Macnab, Chief Executive Officer and Chairman of the Board, will retire as CEO and step down as Chairman and a member of the Board of Directors effective April 28, 2017. Julian E. (“Jay”) Whitehurst, currently President and Chief Operating Officer, will assume the role of President and CEO as of April 28, 2017.

Mr. Macnab has been the Company’s Chief Executive Officer since February 2004, and the Chairman of its Board of Directors since February 2008.

Mr. Macnab commented: “National Retail Properties has a compelling business model, a great retail real estate portfolio that is conservatively financed, a wonderful culture and an exceptional team. Jay is the right person to succeed me and I look forward to watching Jay and his colleagues take NNN to the next level.”

As a part of the Board’s succession planning activities and upon Mr. Macnab’s recommendation, the Company’s Board of Directors has unanimously appointed Mr. Whitehurst President and CEO effective April 28, 2017. Mr. Whitehurst joined the Company in February 2003, was appointed Chief Operating Officer in June 2004 and has served as President since May 2006.

Mr. Whitehurst commented, “I want to thank Craig and our Board of Directors for the opportunity to serve as the next CEO of National Retail Properties upon Craig’s retirement. We will certainly miss Craig when he steps down next spring, but our experienced management team and talented associates will continue his mission to deliver outstanding results and create shareholder value.”

The Board has appointed Robert Legler, the Board’s lead independent Director, as Chairman of the Board effective upon Mr. Macnab’s retirement. Said Mr. Legler, “On behalf of National Retail Properties’ entire Board of Directors, I would like to recognize Craig’s exceptional leadership. He has been seen as a leader among his peers in the REIT industry for many years, and the Company’s operating performance has benefited from his guidance and execution. During Craig’s tenure, total assets have grown from $1.2 billion to more than $6 billion and most importantly the Company has produced average annual total shareholder returns over 14%. Strong leaders require strong successors, and consummating our thorough executive succession plan, the Board is pleased to appoint Jay Whitehurst to the role of President and CEO. Jay’s experience and talents equip him well for the opportunities ahead, and we are confident that he will build upon the solid foundation that Craig has established.”

National Retail Properties invests primarily in high-quality retail properties subject generally to long-term, net leases. As of June 30, 2016, the company owned 2,452 properties in 48 states with a gross leasable area of approximately 26.3 million square feet with a weighted average remaining lease term of 11.4 years.

Statements in this press release that are not strictly historical are “forward-looking” statements. These statements generally are characterized by the use of terms such as “believe,” “expect,” “intend,” “may,” “estimated,” or other similar words or expressions. Forward-looking statements involve known and unknown risks, which may cause the company’s actual future results to differ materially from expected results. These risks include, among others, general economic conditions, local real estate conditions, changes in interest rates, increases in operating costs, the preferences and financial condition of the company’s tenants, the availability of capital, risks related to the company’s status as a REIT and the profitability of the company’s taxable subsidiary. Additional information concerning these and other factors that could cause actual results to differ materially from these forward-looking statements is contained from time to time in the company’s Securities and Exchange Commission (“SEC”) filings, including, but not limited to, the company’s Annual Report on Form 10-K. Copies of each filing may be obtained from the company or the SEC. Such forward-looking statements should be regarded solely as reflections of the company’s current

operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. National Retail Properties, Inc. undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

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