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): January 19, 2022

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.01 par value	NNN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  ☐

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

Retirement of Julian E. (“Jay”) Whitehurst

On January 19, 2022, National Retail Properties, Inc. (the “Company”) announced that, as contemplated under the Company’s long-term executive succession planning process, Jay Whitehurst, the Company’s President and Chief Executive Officer (the “President and CEO”) and a member of the Board of Directors (the “Board”) of the Company, and the Board mutually agreed that Mr. Whitehurst will retire from employment with the Company and as a member of the Board effective as of April 28, 2022 (such date, the “Retirement Effective Date”). Mr. Whitehurst will remain the President and CEO through the Retirement Effective Date and he will thereafter assist the Company with transitional and other assigned matters. In addition, Mr. Whitehurst will continue to serve as a member of the Board through the Retirement Effective Date.

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

• Mr. Whitehurst will continue to be paid his annual base salary through the Retirement Effective Date. In addition, Mr. Whitehurst will be eligible to receive a prorated annual bonus for 2022 based on actual performance calculated in a manner consistent with the Company’s bonus plan for 2022.

• To further strengthen his alignment with shareholder interests during 2022, Mr. Whitehurst will receive a performance-based vesting restricted stock award in accordance with the 2022 executive compensation plan to be approved by the Board.

• The equity awards held by Mr. Whitehurst as of the Retirement 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 Retirement Effective Date; and

• The restricted stock awards subject to performance-based vesting conditions will continue to vest following the Retirement 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.

• In order to facilitate the transition, Mr. Whitehurst 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 Retirement Effective Date. In consideration for the consulting services, commencing on the Retirement Effective Date, the Company will pay Mr. Whitehurst a monthly fee of $60,000. The remainder of the monthly consulting fee will be paid to Mr. Whitehurst in a lump sum if he ceases to provide consulting services to the Company under certain circumstances.

Mr. Whitehurst 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 Stephen A. (“Steve”) Horn, Jr. as President and Chief Executive Officer

On January 19, 2022, the Company also announced that the Board has appointed Steve Horn, age 50, the Company’s current Executive Vice President and Chief Operating Officer, as Mr. Whitehurst’s successor effective as of April 29, 2022 (such date, the “Appointment Effective Date”). Mr. Horn has served as Executive Vice President and Chief Operating Officer of the Company since August 2020, as Chief Acquisition Officer from 2014 to 2020, as Senior Vice President of Acquisitions from 2008 to 2013, and as Vice President of Acquisitions from 2003 to 2008. Mr. Horn will assume the position of President and Chief Executive Officer on the Appointment Effective Date.

Mr. Horn entered into an employment agreement with the Company on January 2, 2014 (the “Original Employment Agreement”). In connection with his appointment as President and Chief Executive Officer of the Company, the Company replaced the Original Employment Agreement with an employment letter (the “Employment Letter”) and designated Mr. Horn as a participant in the Executive Severance and Change of Control Plan (the “Executive Severance Plan”) as described below. The Employment Letter and Mr. Horn’s participation in the Executive Severance Plan will become effective on the Appointment Effective Date.

The terms of the Employment Letter are as follows:

• Mr. Horn will be entitled to receive an annual base salary of $750,000.

• Mr. Horn will be eligible to receive an annual cash performance-based bonus determined in accordance with the Company’s executive compensation policies in effect during his employment.

• Mr. Horn will be eligible to receive equity awards under the Company’s 2017 Performance Incentive Plan.

• Mr. Horn will be eligible to participate in the Company’s benefits plans, and will receive certain additional fringe benefits.

• The Company will reimburse Mr. Horn for all ordinary and reasonable out-of-pocket expenses related to the performance of his services.

Executive Severance Plan

On January 19, 2022, the Board adopted the Executive Severance Plan applicable to certain employees of the Company who are designated as participants by the Compensation Committee of the Board (the “Committee”) and who enter into a letter agreement with the Company. Mr. Horn has been designated as a participant in the Executive Severance Plan effective as of the Appointment Effective Date, with a “termination payment multiple” of two and one-half and a “change of control termination payment multiple” (as such terms are defined in the Executive Severance Plan) of three.

The “termination payment multiple” applies on a termination of a participant’s employment by the Company without “cause” or by the participant for “good reason” (as such terms are defined in the Executive Severance Plan) and the “change of control termination payment multiple” applies on a termination of a participant’s employment by the Company without “cause” or by the participant for “good reason”, in each case during the period beginning on the date that is three months prior to the consummation of a “change of control” of the Company and ending on the date that is 12 months after the consummation of such “change of control” of the Company (such period, the “Change of Control Protection Period”).

Death or Disability Severance Benefits. If a participant’s employment is terminated due to such participant’s death or disability, such participant will be eligible to receive: (a) a lump sum cash payment equal to a prorated portion of such participant’s annual bonus at the “target” level for the year of termination; (b) in the event of such participant’s death, (i) a lump sum cash payment equal to two months of such participant’s annual base salary, and (ii) one-year of continued Company-paid health coverage; (c) vesting of any unvested time-based equity awards; and (d) vesting of any unvested performance-based equity awards at the “target” level of performance.

Termination without Cause or for Good Reason Severance Benefits. If a participant’s employment is terminated by the Company without “cause” or by such participant for “good reason”, such participant will be eligible to receive: (a) a cash payment equal to such participant’s “termination payment multiple” (or, if such termination occurs during the Change of Control Protection Period, such participant’s “change of control termination payment multiple”) multiplied by his or her annual base salary; (b) a cash payment equal to such participant’s “termination payment multiple” (or, if such termination occurs during the Change of Control Protection Period, such participant’s “change of control termination payment multiple”) multiplied by such participant’s average annual bonus for the three years of employment prior to termination (provided, however, if such participant serves as the Company’s Chief Executive Officer (the “CEO”) on his or her termination date, such termination occurs on or after the consummation of a “change of control” and such participant has not been employed for three years, then the amount payable to such participant under this clause (b) will be equal to such participant’s “termination payment multiple” (or, if such termination occurs during the Change of Control Protection Period, such participant’s “change of control termination payment multiple”) multiplied by such participant’s average annual bonus for the years of employment

that such participant served as the CEO); (c) one-year of continued Company-paid health coverage; (d) in the event of such termination during the Change of Control Protection Period, a payment equal to a prorated portion of such participant’s annual bonus at the “target” level for the year of termination; (e) vesting of any unvested time-based equity awards; and (f) vesting of a pro-rated portion of any unvested performance-based equity awards based on attainment of actual performance. The cash payments in clauses (a) and (b) are payable in equal installments over a 12-month period.

Retirement Severance Benefits. If a participant’s employment is terminated due to retirement (as approved by the Board), such participant will be eligible to receive: (a) a lump sum cash payment equal to a prorated portion of such participant’s annual bonus based on attainment of actual performance for the year of termination; (b) vesting of any unvested time-based equity awards; and (c) vesting of a pro-rated portion of any unvested performance-based equity awards based on attainment of actual performance.

Change of Control Equity Benefits. On a “change of control” of the Company, a participant will be eligible to receive: (a) vesting of any unvested time-based equity awards; and (b) vesting of any unvested performance-based awards at the “target” level of performance; provided that, if the participant has previously been terminated from employment without “cause” or for “good reason” and the “change of control” occurs prior to the vesting of any such unvested performance-based equity awards, then the performance-based equity awards will vest at the “target” level of performance as of the effective date of such “change of control”.

Conditions to Receipt of Severance. A participant must execute a letter agreement with the Company that contains non-competition, non-solicitation, non-disclosure and non-disparagement covenants. Additionally, other than in the case of a termination of employment due to death or disability, the participant’s receipt of severance payments and benefits under the Executive Severance Plan is contingent upon such participant timely signing and not revoking a release of claims in favor of the Company and such participant complying with the restrictive covenants in his or her letter agreement.

Excise Tax. In the event any of the payments or benefits provided for under the Executive Severance Plan or otherwise payable to a participant would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax, a participant will be entitled to receive either full payment of such payments or benefits or such lesser amount which would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the participant. No excise tax gross-ups are provided for in the Executive Severance Plan.

The foregoing summary of the terms and conditions of the Employment Letter and the Executive Severance Plan is qualified in its entirety by reference to the full text of the Employment Letter and Executive Severance Plan, copies of which are attached hereto as Exhibits 10.2 and 10.3, respectively, and are incorporated by reference herein.

Additional information about these actions is included in the Company’s press release dated January 19, 2022, a copy of which can be found on the Company’s website at https://www.nnnreit.com/news.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1	Retirement and Transition Agreement, dated as of January 19, 2022, between the Company and Julian E. Whitehurst.
Exhibit 10.2	Employment Letter, dated as of January 19, 2022, between the Company and Stephen A. Horn, Jr.
Exhibit 10.3	National Retail Properties, Inc. Executive Severance and Change of Control Plan.
104.1	Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

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 and Chief Financial Officer

Date: January 21, 2022

EX-10.1

Exhibit 10.1

RETIREMENT AND TRANSITION AGREEMENT

THIS RETIREMENT AND TRANSITION AGREEMENT (this “Agreement”), dated as of January 19, 2022, 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, Executive is employed by the Company as its President and Chief Executive Officer pursuant to that certain Amended and Restated Employment Agreement, dated as of September 29, 2016 (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, 2022 (such date, the “Retirement Date”). In that regard, as of the Retirement Date, Executive’s position as President and Chief Executive Officer of the Company and all other officer positions, directorships, and other positions that Executive holds with the Company Group shall terminate.

1.2 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) and (b) (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 annual base salary (the “Base Salary”) in accordance with the 2022 executive compensation plan approved by the Board and in accordance with the Company’s usual and customary payroll practices, and (b) Executive shall continue to participate as an employee in the Company’s incentive compensation (other than equity compensation which shall be governed by the terms of Section 5 below), health and welfare plans, programs and arrangements in accordance with their terms.

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 full 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).

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3. Transition.

3.1 Consulting Period and Services. Commencing on the Retirement Date and ending on the 20-month anniversary thereof (the “Consulting Period”), unless earlier terminated as set forth below, Executive shall make himself available to the Company to consult with the Company from time to time (the “Services”); provided that the Services shall not exceed 20 hours per week during the Consulting Period. The Company may terminate the Services by written notice to Executive at any time prior to the end of the Consulting Period. The Chief Executive Officer may by notice to the Executive set forth specific events, calls, meetings or other activities that the Company would like Executive to participate in or attend and Executive, as part of his Service, shall participate in or attend such event, call or meeting as requested, subject to the maximum hours per week criteria set forth above. All such notices from the Chief Executive Officer shall be made not less than 45 days prior to the applicable event, call or meeting. The Company shall pay the reasonable costs, if any, of attendance of Executive at any such events or meetings. In addition, by notice given not less than 30 days before the beginning of any calendar quarter during the Consulting Period, the Chief Executive Officer may set forth specific consulting work that the Chief Executive Officer would like Executive to consult and work on for the following quarter. Executive shall also make himself reasonably available to the Chief Executive Officer by telephone or virtually as requested by the Chief Executive Officer during the Consultant Period.

3.2 Consulting Fee. In exchange for the Services, the Company agrees to pay Executive a monthly fee of $60,000.00 (the “Monthly Fee”) for a total fee of $1,200,000.00. Except as to the Monthly Fee, no other payment or benefits shall be due or payable to Executive for the Services. Either party may terminate the Services at any time, with or without cause, upon 14 days’ prior written notice to the other party; provided, however, that a termination of the Services by the Company for cause shall be effective immediately. On the consummation of a Change of Control (as such term is defined in the Plan, as defined below), subject to (i) Executive’s continuous provision of Services through the date on which such Change of Control is consummated, (ii) Executive’s compliance with the Restrictive Covenants and (iii) Executive’s execution and non-revocation of a customary release of claims in a form reasonably acceptable to the Company, the Company shall pay Executive the Monthly Fee for the remainder of the Consulting Period in a lump sum payment no later than 30 days following the consummation of such Change of Control and Executive shall cease providing the Services as of the date of such consummation.

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 written 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.

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4. Severance Benefits.

4.1 Payments. The Company shall 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. 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 (c) 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); and

d. an annual bonus based on actual performance for the period beginning on January 1, 2022 and ending on the Retirement Date, payable in a single sum and calculated in a manner consistent with the Company’s bonus plan for 2022.

4.2 Payment Timing. Subject to Section 10, 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 for the health benefits provided pursuant to Section 4.1(c) shall commence at the date following the Retirement Date that is required under the relevant health plans and programs to provide such benefits, subject to Executive’s execution and non-revocation of the Release Agreement; and

c. amounts payable pursuant to Section 4.1(d) shall be paid at the same time as the payment of 2022 bonuses to the other executives, subject to Executive’s execution and non-revocation of the Release Agreement.

5. 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 2017 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 with the obligations and covenants under this Agreement:

5.1 Accelerated Vesting of Time-Based Awards. All of the 55,184 Time-Based Awards granted to Executive prior to the Retirement Date shall vest as of the date immediately prior to the Retirement Date.

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5.2 Continued Vesting of Performance-Based Awards. The Performance-Based Awards granted to Executive prior to the Retirement Date shall continue to be subject to the terms and conditions of the applicable award agreements (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, 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. If any provision of the Plan or an award agreement conflicts with any provision of this Agreement, the provision of this Agreement shall control and prevail.

5.3 2022 Performance-Based Awards. In consideration for his services in 2022, Executive shall be granted Performance-Based Awards in accordance with the 2022 executive compensation plan approved by the Board. Such Performance-Based Awards shall be subject to the Plan and the applicable award agreements and shall vest if the applicable performance goals of the Company are achieved in accordance with the terms of the applicable agreements evidencing such awards. The number of shares of Company stock subject to such awards shall not be prorated for any partial period of service during 2022 and the award agreements evidencing the Performance-Based Awards granted in 2022 shall be consistent with this Section 5.3. For the avoidance of doubt, Executive shall not receive any Time-Based Awards in 2022.

6. Retirement Plans; Life Insurance. Executive shall be entitled to receive his vested accrued benefits, if any, under the National Retail Properties, Inc. Retirement Plan, the Company’s defined contribution plan, in accordance with the terms and conditions of such plan. In addition, commencing on May 1, 2022 (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.

7. 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.

8. Covenants and Agreements.

8.1 Incorporation by Reference. The term “Restrictive Covenants” shall mean collectively all of the covenants and agreements set forth in Sections 6.1 through 6.5 and Section 6.7 of the Employment Agreement and the Additional Restrictive Covenant set forth below in this paragraph. Subject to Section 9, the covenants and agreements set forth in Sections 6.1 through 6.5 and Section 6.7 of the Employment Agreement are incorporated herein by reference as if such provisions were set forth herein in full. The term “Additional Restrictive Covenant” shall mean that, during the Consulting Period, Executive shall refrain from joining the board of directors of any tenant of the Company. 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, and (b) the non-competition and non-solicitation covenants in Sections 6.2, 6.3 and 6.4 of the Employment Agreement shall expire on December 31, 2024.

8.2 Non-Disparagement. Subject to Section 9, 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 Group or any of its 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 Group. In addition, the Company agrees to instruct the Board to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically (x) any derogatory comment concerning Executive or (y) any other comment that could reasonably be expected to be detrimental 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.

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8.3 Confidentiality of this Agreement. Subject to Section 9, Executive agrees that, except to enforce the terms of this Agreement or as may be required by applicable law or legal process, Executive shall not disclose the terms of this Agreement to any person other than Executive’s accountants, financial advisors, or attorneys; provided that such accountants, financial advisors, and attorneys agree not to disclose the terms of this Agreement to any other person or entity.

8.4 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). Notwithstanding the foregoing, Executive shall retain the computer and phone provided by the Company.

9. 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).

10. 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.

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11. Miscellaneous.

11.1 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.

11.2 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:

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 11.2 by providing written notice of such change to the other party.

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

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11.4 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 liable for the financial obligations hereunder.

11.5 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.

11.6 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.

11.7 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.

11.8 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.

11.9 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.

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

11.11 Termination Prior to Retirement Date. For the avoidance of doubt, if Executive’s employment is terminated by him or the Company for any reason prior to the Retirement Date, Executive shall not be entitled to receive the payments and benefits set forth herein and the terms and conditions in the Employment Agreement shall be applicable to any such termination event.

11.12 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.

[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/ Steven D. Cosler
Name:	Steven D. Cosler
Title:	Chairperson – Board of Directors
/s/ Julian E. Whitehurst
Julian E. Whitehurst

[Signature Page to Retirement and Transition Agreement]

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EXHIBIT A

RELEASE AGREEMENT

THIS RELEASE AGREEMENT (this “Agreement”), dated as of _________, 2022, 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”). Capitalized terms used herein but not defined shall have the meanings set forth in the Retirement and Transition Agreement, dated as of January 19, 2022 (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 of April 28, 2022; 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 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.

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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, and 5 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 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.

A-2

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:

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 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; 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, and (b) the Company, for so long as an affiliate of the assignee, remains secondarily liable for the financial obligations hereunder.

5.5 Entire Agreement. This Agreement constitutes 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 shall remain in full force and effect)) are superseded in their entirety by this Agreement.

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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.

Julian E. Whitehurst

Executive’s address -

[Signature Page to Release Agreement]

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EX-10.2

Exhibit 10.2

January 19, 2022

Re: Employment Letter Agreement

Dear Stephen:

We are delighted to memorialize your promotion to President and Chief Executive Officer of National Retail Properties, Inc., a Maryland corporation (the “Company”), effective as of April 29, 2022 (the “Effective Date”), on the terms and conditions set forth in this letter agreement (this “Letter”). This Letter, together with the Company’s Executive Severance and Change of Control Plan (the “Plan”), replaces and supersedes the Employment Agreement, dated as of January 2, 2014 (the “Original Employment Agreement”), between you and the Company. Accordingly, the parties hereto agree as follows:

1. Duties. You shall be employed by the Company as President and Chief Executive Officer of the Company, and, as such, you 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. You shall devote substantially all of your business time and effort to the performance of your duties hereunder, except that you may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with your employment duties. You shall comply with the policies, standards, and regulations established from time to time by the Company.

2. Compensation.

2.1 Salary. The Company shall pay you a base salary at the rate of $750,000.00 per annum (beginning April 29, 2022), 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 shall review your base salary annually 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 year of employment.

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

(a) Annual Bonus Compensation. You shall be eligible to receive a bonus for each year that you are employed with the Company (“Annual Bonus”) as the Compensation Committee of the Board of Directors (the “Compensation Committee”) shall determine. Your Annual Bonus shall be determined in accordance with the Company’s executive compensation policies as in effect from time to time during your employment with the Company and shall be based, in part, on you achieving your individual performance goals for the year and, in part, on the Company’s achieving its performance goals for the year.

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(b) Equity Incentive Awards. You shall be eligible to participate each year during your employment with the Company in the Company’s equity incentive plans pursuant to the Company’s 2017 Performance Incentive Plan (or any successor thereto) or such other plans or programs as may be in effect from time to time, in each case as the Compensation Committee shall determine.

2.3 Benefits—In General. Except with respect to benefits of a type otherwise provided for under Section 2.4, during your employment with the Company, you shall be permitted 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 you are eligible under the terms of such plans or programs.

2.4 Specific Benefits. Without limiting the generality of Section 2.3, during your employment with the Company, the Company shall make available to you the fringe benefits set forth on Attachment “A” to this Letter. You shall be entitled to thirty (30) days of paid time off per year (prorated for any partial year of employment).

2.5 Expenses. The Company shall pay or reimburse you for all ordinary and reasonable out-of-pocket expenses incurred by you during you employment with the Company in the performance of your services under this Letter; provided that such expenses are incurred and accounted for by you in accordance with the policies and procedures established from time to time by the Company. To the extent that any reimbursements owed to you under this Letter are taxable to you, (i) any such reimbursement payment shall be paid to you on or before the last day of your taxable year following the taxable year in which the related expense was incurred, (ii) such reimbursements are not subject to liquidation or exchange for another benefit, and (iii) the amount of such payments that you receives in one taxable year shall not affect the amount of any other reimbursements or benefits that you is eligible to receive in any other taxable year.

3. Severance; Restrictive Covenants. As the Company’s President and Chief Executive Officer, you shall be a participant in the Plan and shall be subject to the Restrictive Covenants (as defined in the Plan) contained therein.

4. Severability. As the provisions of this Letter are independent of and severable from each other, the Company and you agree that if, in any action before any court or agency legally empowered to enforce this Letter, 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 Letter, and such invalid term, restriction, covenant, or promise shall also be deemed modified to the extent necessary to make it enforceable.

5. Notice. For purposes of this Letter, notices, demands and all other communications provided for in this Letter 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 (3rd) business day if mailed by United States certified mail, return receipt requested, postage prepaid, to the following addresses:

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(a) If to the Company, to:

National Retail Properties, Inc.

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

Attn: Chairperson of the Compensation Committee

of the Board of Directors

(b) If to you, to:

Stephen A. Horn, Jr.

at the address set forth on the first page hereof

Either party may change its address for notices in accordance with this Section 5 by providing written notice of such change to the other party.

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

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

8. Entire Letter. This Letter, including its incorporated Attachment “A,” and together with the Plan, constitutes the entire agreement between the parties, and all prior understandings, agreements or undertakings between the parties concerning your employment or the other subject matters of this Letter (including, without limitation, the Original Employment Agreement) are superseded in their entirety by this Letter.

9. Waivers and Amendments. This Letter 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.

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

11. Advice. You confirm and represent to the Company that you have had the opportunity to obtain the advice of legal counsel, financial and tax advisers, and such other professionals as you deem necessary for entering into this Letter, and you have not relied upon the advice of the Company or the Company’s officers, directors, or employees.

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12. Interpretation. As both parties having had the opportunity to consult with legal counsel, no provision of this Letter 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.

13. Effective Date. This Letter shall only become effective on the Effective Date.

Sincerely,

NATIONAL RETAIL PROPERTIES, INC.

By	/s/ Steven D. Cosler
Name: Steven D. Cosler
Title: Chairperson – Board of Directors

AGREED AND ACKNOWLEDGED:

/s/ Stephen A. Horn, Jr.

Stephen A. Horn, Jr.

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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-10.3

Exhibit 10.3

NATIONAL RETAIL PROPERTIES, INC.

EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN

ARTICLE I

PURPOSE AND PARTICIPATION

Section 1.1. Adoption; Purpose. The Board of Directors (the “Board”) of National Retail Properties, Inc., a Maryland corporation (the “Company”), has adopted this Executive Severance and Change of Control Plan (this “Plan”) for the purpose of providing severance and change of control protections to certain key employees of the Company and its Subsidiaries. This Plan, as set forth herein, is intended to provide severance protections to a select group of management or highly compensated employees (within the meaning of ERISA) in connection with qualifying terminations of employment.

Section 1.2. Participation. This Plan is only for the benefit of Participants, and no other employees, personnel, consultants or independent contractors shall be eligible to participate in this Plan or to receive any rights or benefits hereunder. Participants are those employees (including new hires) designated by the Compensation Committee as Participants from time to time, subject to, and conditioned upon, such employee executing and delivering to the Company a Letter Agreement.

Section 1.3. Contract of Employment. Nothing in this Plan shall be construed as creating an express or implied contract of employment and nothing herein shall confer upon any Participant any right with respect to continued employment with the Company or any Subsidiary or limit the right of the Company or any Subsidiary to terminate such Participant at any time.

ARTICLE II

DEFINITIONS AND INTERPRETATIONS

Section 2.1. Definitions. Capitalized terms used in this Plan but not otherwise defined herein shall have the following respective meanings:

“Accrued Rights” shall mean, with respect to a Participant, the sum of the following: (a) any accrued but unpaid Annual Salary (as defined in the Employment Letter) of such Participant through the Termination Date; (b) reimbursement for any unreimbursed business expenses properly incurred by such Participant in accordance with Company policy through such Participant’s Termination Date; (c) accrued and unused PTO (as defined in the Employment Letter), other than such Participant’s accumulated “Extended Leave Bank” which shall not be cashed out on termination; and (d) benefits due under any indemnification, insurance or other plan or arrangement to which such Participant may be entitled according to the documents governing such plans or arrangements, including coverage under the Consolidated Omnibus Reconciliation Act of 1985, as amended, and the regulations promulgated thereunder, to which such Participant or Participant’s beneficiaries may be entitled under Part 6 of Title I of ERISA and all related state and local laws.

“Affiliate” shall mean any domestic or foreign individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company.

“Board” shall mean the Board of Directors of the Company.

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“Cause” shall mean a Participant’s:

(a) conviction of (or pleading nolo contendere to), or an indictment or information is filed against such Participant and is not discharged or otherwise resolved within twelve (12) months thereafter, and said indictment or information charged such Participant 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 Subsidiaries;

(b) continued failure substantially to perform his or her duties 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 such Participant, or with reasonable diligence should be known, relating to such Participant’s employment with the Company or any of its Subsidiaries, or otherwise engaging in gross misconduct or willful or gross neglect (in connection with the performance of his or her duties) which is materially injurious, either monetarily or otherwise, to the Company or any of its Subsidiaries; or

(d) material breach of the Restrictive Covenants or any other provisions of this Plan or the Employment Letter;

provided, that the Company shall not be permitted to terminate such Participant’s employment for Cause except on written notice given to such Participant at any time following the occurrence of any of the events described in clause (a), (b), (c) or (d) above. Notwithstanding the foregoing, a Participant shall not be deemed to have been terminated for Cause under clause (b) or (d) above unless the Company provided written notice to such Participant setting forth in reasonable detail the reasons for the Company’s intention to terminate for Cause, such Participant has been provided the opportunity, together with counsel, not later than fourteen (14) days following such notice to be heard before the Board and such Participant failed within thirty (30) days (or, if later, five (5) business days after such hearing) to cure the event or deficiency set forth in the written notice.

“Change of Control” shall mean “Change of Control” as defined in the Company’s 2017 Performance Incentive Plan, as amended from time to time.

“Change of Control Termination Payment Multiple” shall mean a number determined by the Compensation Committee and set forth in a Participant’s Letter Agreement used for purposes of calculating such Participant’s severance payments on a termination of such Participant’s employment by the Company without Cause or by such Participant for Good Reason, in each case during the period beginning on the date that is three (3) months prior to the consummation of a Change of Control and ending on the date that is twelve (12) months after the consummation of such Change of Control (such period, the “Change of Control Protection Period”), under Section 3.3 hereof.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Compensation Committee” shall mean the Compensation Committee of the Board.

“Effective Date” shall mean January 19, 2022.

“Employment Letter” shall mean the employment letter agreement between the Company and a Participant.

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“ERISA” shall mean the Employment Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Good Reason” shall mean, unless otherwise consented to by a Participant:

(a) a change in such Participant’s reporting responsibilities such that he or she is no longer reporting directly to (x) in the case of a Participant who is the Chief Executive Officer of the Company (the “CEO”), the Board (which shall mean in the event of a Change of Control, the board of directors of the ultimate parent entity of the surviving entity) and (y) in the case of all other Participants, the CEO;

(b) a material reduction in such Participant’s position, authority, duties or responsibilities (which shall include in the event of a Change of Control, if Participant is no longer the CEO (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);

(c) a reduction in Annual Salary of such Participant (other than an immaterial temporary reduction in such Participant’s Annual Salary that is in effect for twelve (12) months or less made in connection with temporary reductions in the annual base salaries of all executive-level employees of the Company in response to events outside of the Company’s reasonable control (including, without limitation, natural disasters or catastrophes, pandemics, national or regional emergencies, or global or nationwide economic recession) that is either consented to by such Participant or recommended by the Company’s executive management team);

(d) the relocation of such Participant’s office to more than fifty (50) miles from the Company’s principal place of business in Orlando, Florida, unless such Participant is permitted to work remotely pursuant to the Company’s generally applicable remote work policies; provided, however, that a relocation by such Participant of his or her home office to more than fifty (50) miles from such Participant’s home office at the time such individual becomes a Participant in this Plan (if any) shall not give rise to Good Reason;

(e) the Company’s material breach of this Plan, the Letter Agreement or the Employment Letter; or

(f) 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 Plan and/or such Participant’s Letter Agreement.

Notwithstanding the foregoing, Good Reason under clause (a), (b), (c), (d) or (e) above shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than fifteen (15) days from the date of such notice) is given by the Participant to the Company no later than thirty (30) days after the time at which the Participant 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 thirty (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 thirty (30)-day period, the Participant must terminate his or her employment not later than forty-five (45) days after the end of such thirty (30)-day period in order for Good Reason to exist.

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“Letter Agreement” shall mean a letter agreement, substantially in the form attached hereto as Exhibit A (together with any changes approved by the Compensation Committee), executed and delivered by the Company and a Participant.

“Participants” shall mean those employees of the Company or any Subsidiary who both: (a) the Compensation Committee from time to time designates as Participants in accordance with Section 1.2; and (b) have entered into a Letter Agreement with the Company.

“Restrictive Covenants” shall mean, with respect to a Participant, those non-competition, non-solicitation, non-disclosure, non-disparagement and other similar restrictive covenants set forth in the Letter Agreement executed and delivered by such Participant pursuant to this Plan.

“Subsidiary” shall mean any subsidiary, affiliate or joint venture of the Company.

“Termination Date” shall mean, with respect to a Participant: (a) in the case of such Participant’s death, his or her date of death; (b) in the case of such Participant’s voluntary termination, the last day of such Participant’s employment; and (c) in all other cases, the date specified in the applicable notice of termination.

“Termination Payment Multiple” shall mean a number determined by the Compensation Committee and set forth in a Participant’s Letter Agreement used for purposes of calculating such Participant’s severance payments on a termination of such Participant’s employment by the Company without Cause or by such Participant for Good Reason under Section 3.3 hereof.

Section 2.2. Interpretation. In this Plan, unless a clear contrary intention appears: (a) the words “herein,” “hereof” and “hereunder” refer to this Plan as a whole and not to any particular Article, Section or other subdivision; (b) reference to any Article or Section, means such Article or Section hereof; and (c) the words “including” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such term. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

ARTICLE III

SEVERANCE; CHANGE OF CONTROL

Section 3.1. Termination upon Death or Disability. If a Participant dies while a Participant, the obligations of the Company to or with respect to such Participant shall terminate in their entirety except as otherwise provided under this Section 3.1. If a Participant becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if such Participant by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him or her for at least one hundred and twenty (120) consecutive or non-consecutive days out of any consecutive twelve (12)-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of such Participant upon notice in writing to such Participant; provided that the Company will have no right to terminate such Participant’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that such Participant will be able to resume such Participant’s duties on a regular full-time basis within thirty (30) days of the date such Participant receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 3.1, a Participant (or such Participant’s estate or beneficiaries in the case of the death of such Participant) shall have no right to receive any compensation or benefits hereunder on and after the Termination Date other than (a) such Participant’s Accrued Rights; (b) a cash payment equal to the prorated portion of the Annual Bonus (as defined in the Employment Letter) at the “target” level for the year of employment or partial year of employment in which such Participant’s employment hereunder

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terminates, payable within the seventy (70)-day period commencing on the date of such Participant’s separation from service; (c) in the event of such Participant’s death, (i) a cash payment equal to two (2) months of Participant’s Annual Salary payable no later than ten (10) days after such Termination Date, and (ii) continuation to such Participant’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 (1) year following the date of termination; and (d) except as set forth in Section 3.7, such Participant (or, in the case of his or her death, his or her 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.

Section 3.2. Termination by the Company for Cause; Termination by Participant without Good Reason. The Company may terminate a Participant’s employment hereunder for Cause, and a Participant may terminate his or her employment at any time upon sixty (60) days prior written notice to the Company. If the Company terminates a Participant’s employment for Cause, or a Participant terminates his or her employment and the termination by such Participant is not covered by Section 3.3, (a) such Participant shall receive such Participant’s Accrued Rights, and (b) such Participant shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Section 3.3. Termination by the Company without Cause; Termination by Participant for Good Reason. The Company may terminate a Participant’s employment at any time for any reason or no reason upon thirty (30) days’ prior written notice to such Participant and such Participant may terminate his or her employment with the Company for Good Reason. If the Company terminates such Participant’s employment and the termination is not covered by Section 3.1, 3.2 or 3.4 or such Participant terminates his or her employment for Good Reason:

(a) Participant shall (subject, in the case of the following clauses (iii), (iv) and (vii), to such Participant’s delivery of a General Release which shall have become irrevocable and Participant’s compliance with the Restrictive Covenants) be entitled to:

(i) such Participant’s Accrued Rights;

(ii) a cash payment equal to such Participant’s Termination Payment Multiple multiplied by such Participant’s Annual Salary, payable in equal installments over a twelve (12)–month period in accordance with the Company’s usual and customary payroll practices; provided, however, that if such Participant’s termination under this Section 3.3 occurs at any time during the Change of Control Protection Period, the Change of Control Termination Payment Multiple shall apply;

(iii) a cash payment equal to such Participant’s Termination Payment Multiple multiplied by such Participant’s average Annual Bonus for the three (3) years of employment immediately preceding the date of termination, payable in equal installments over a twelve (12)-month period in accordance with the Company’s usual and customary payroll practices; provided, however, that if such Participant serves as the CEO on his or her Termination Date, such Participant’s termination under this Section 3.3(a) occurs at any time during the Change of Control Protection Period and such Participant has not been employed as the CEO for three (3) years,

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then the amount payable to such Participant under this clause (iii) shall be equal to such Participant’s Termination Payment Multiple multiplied by such Participant’s average Annual Bonus for the years of employment (including any partial years of employment) that Participant has served as the CEO; provided, further, that if such Participant’s termination under this Section 3.3 occurs at any time during the Change of Control Protection Period, the Change of Control Termination Payment Multiple shall apply for all purposes under this clause (iii);

(iv) for a period of one (1) 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 such Participant would have received under the Employment Letter (and at such costs to such Participant 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 (iv) after such time as such Participant becomes entitled to receive benefits of the same type from another employer or recipient of such Participant’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements); and

(v) in the event of such a termination during the Change of Control Protection Period, a prorated Annual Bonus at the “target” level for the year of employment or partial year of employment in which such Participant’s employment hereunder terminates payable in a single lump sum.

(b) The timing of the payments provided under Section 3.3(a) shall be as follows, except as provided in Section 4.2:

(i) Amounts payable pursuant to clause (i) of Section 3.3(a) shall be paid in the normal course or in accordance with applicable law and in no event later than thirty (30) days following such Participant’s separation from service;

(ii) Amounts payable pursuant to clauses (ii), (iii) and (v) of Section 3.3(a) shall be paid or commence, as applicable, on the sixtieth (60th) day following the separation from service, provided such Participant has delivered the General Release to the Company and such General Release has become irrevocable; and

(iii) Amounts payable for the health benefits provided pursuant to clause (iv) of Section 3.3(a) shall commence at the date following such Participant’s separation from service that is required under the relevant health plans and programs to provide such benefits.

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(iv) Except as set forth in Section 3.7, Participant shall have no further rights to any compensation or benefits hereunder on or after the Termination Date, or any other rights hereunder.

Section 3.4. Termination Due to Retirement. In the event that a Participant’s employment is terminated as a result of such Participant’s retirement (as approved by the Board) (but not under Section 3.1, 3.2 or 3.3 hereof):

(a) Such Participant shall (subject, in the case of the following clause (iii), to such Participant’s delivery of a General Release which shall have become irrevocable and Participant’s compliance with the Restrictive Covenants) be entitled to:

(i) such Participant’s Accrued Rights; and

(ii) a prorated Annual Bonus based on actual attainment of the performance objectives for the year of employment or partial year of employment in which such Participant’s employment hereunder terminates payable in a single lump sum.

(b) The timing of the payments provided under Section 3.4(a) shall be as follows, except as provided in Section 4.2:

(i) Amounts payable pursuant to clause (i) of Section 3.4(a) shall be paid in the normal course or in accordance with applicable law and in no event later than thirty (30) days following such Participant’s separation from service;

(ii) Amounts payable pursuant to clause (ii) of Section 3.4(a) shall be paid at the same time as annual bonuses are paid to other executive-level employees of the Company, provided such Participant has delivered the General Release to the Company and such General Release has become irrevocable; and

(iii) Except as set forth in Section 3.7, Participant shall have no further rights to any compensation or benefits hereunder on or after the Termination Date, or any other rights hereunder.

Section 3.5. General Release. Notwithstanding anything herein to the contrary, a Participant shall not be entitled to receive any payments or benefits, other than the Accrued Rights, pursuant to Section 3.3 or 3.4 hereof (and such Participant shall forfeit all rights to such payments) unless such Participant has executed, delivered to the Company and not revoked a general release agreement, in a form of agreement generally used by the Company for such purposes, releasing the Company and its Affiliates from any and all claims such Participant may have arising out of such Participant’s employment or termination thereof (the “General Release”), and such General Release has become effective no later than fifty-five (55) calendar days following the Termination Date, and such Participant shall be entitled to receive such payments and benefits only so long as such Participant has not materially breached any of the provisions of the General Release or the Restrictive Covenants without cure (if curable) of any such breach within ten (10) business days after a notice from the Company specifying the breach. If the General Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then any cash payments due to a Participant shall be paid (subject to Section 4.2) in accordance with the provisions of Section 3.3 or 3.4, as applicable. Notwithstanding the foregoing, if the fifty-five (55) calendar day period

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begins in one calendar year and ends in another calendar year and all or any portion of such payments constitute non-exempt deferred compensation for purposes of Section 409A of the Code (“Section 409A”), then none of such payments shall begin until such second calendar year. The General Release shall have no greater obligations or more limiting post-employment restrictions than are expressly set forth in this Plan or in the Participant’s Letter Agreement.

Section 3.6. Termination Notices. For purposes of this Plan, any purported termination of employment of a Participant by the Company or any Subsidiary or by such Participant (other than due to such Participant’s death) shall be communicated by written notice to the other party, which notice shall specify the Termination Date (if applicable). In the case of a termination of a Participant’s employment by the Company or a Subsidiary without Cause, the Company or such Subsidiary shall provide sixty (60) calendar days’ advance written notice to such Participant of such termination, with the last day of such Participant’s employment being the end of such sixty (60)-day notice period. At the Company’s option, it may place such Participant on a paid leave of absence for all or part of such notice period. In the case of a termination of a Participant’s employment by the Participant without Good Reason, the Participant shall provide sixty (60) calendar days advance written notice to the Company of such termination, with the last day of such Participant’s employment being the end of such sixty (60)-day notice period. The Company may elect, in its sole discretion, to have such Participant continue to provide services to the Company during some, all or none of such notice period and may elect, in its sole discretion, whether such services will be performed on or off Company premises.

Section 3.7. Treatment of Equity Awards. In the event of a termination of a Participant’s employment under Section 3.1 (Termination upon Death or Disability), 3.3 (Termination by the Company without Cause; Termination by the Participant for Good Reason) or 3.4 (Termination Due to Retirement), as applicable, then each outstanding Company equity award held by such Participant on the Termination Date shall be treated as follows:

(a) If a Participant’s employment is terminated as a result of the Participant’s death or disability in accordance with Section 3.1, (i) the Participant shall vest in any portion of any unvested time-based vesting restricted stock, stock option or other equity award in the Company (the “Time-Based Award”) with such vesting occurring as of the day before the Termination Date, and (ii) the Participant shall vest in any portion of any unvested performance-based vesting restricted stock, stock option or other equity award in the Company (the “Performance-Based Award”) at the “target” level of performance, regardless of whether the performance objectives for such Performance-Based Award as set forth in the applicable award agreement have been attained, with such vesting occurring as of the day before the Termination Date.

(b) If a Participant’s employment is terminated by the Company without Cause or by the Participant for Good Reason, in each case, in accordance with Section 3.3, (i) the Participant shall vest in any unvested Time-Based Award with such vesting occurring as of the day before the Termination Date, and (ii) the Participant shall vest in any unvested Performance-Based Award based on actual attainment of the performance objectives as set forth in the applicable award agreement in a pro-rated amount, subject to the Committee’s certification of the attainment of the performance objectives.

(c) If a Participant’s employment terminates in accordance with Section 3.4, (i) the Participant shall vest in any unvested Time-Based Award with such vesting occurring as of the day before the Termination Date and (ii) the Participant shall vest in any unvested Performance-Based Award based on actual attainment of the performance objectives as set forth in the applicable award agreement in a pro-rated amount, subject to the Committee’s certification of the attainment of the performance objectives.

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(d) If there is a Change of Control, then the Participant shall vest in any unvested Time-Based Awards as of the effective date of any such Change of Control.

(e) If there is a Change of Control, then the Participant shall vest in any unvested Performance-Based Award at the “target” level of performance as of the effective date of any such Change of Control; provided that if the Participant has previously been terminated from employment as described under Section 3.7(b) and the Change of Control occurs prior to the vesting of any such unvested Performance-Based Award provided for under Section 3.7(b), then the Participant shall vest in the Performance-Based Award at the “target” level of performance as of the effective date of any such Change of Control.

(f) The pro-rated number of shares which shall vest in accordance with this Section 3.7 shall be calculated in accordance with the applicable award agreement.

(g) Any restricted stock, stock option or other equity awards in the Company that do not vest in accordance with Sections 3.7(a) – (e) shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such unvested awards.

(h) Notwithstanding anything to the contrary contained herein, a Participant and the Board may mutually agree to deviate from the treatment of the equity awards set forth in Sections 3.7(a) – (h) provided that any such deviations are memorialized in such Participant’s written award agreements governing such equity awards.

Section 3.8. No Mitigation. Except as otherwise set forth herein, the Company’s obligation to make payments and provide benefits under this Plan and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against a Participant or others. In no event shall a Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to such Participant under any of the provisions of this Plan, and such amounts shall not be reduced whether or not such Participant obtains other employment.

ARTICLE IV

LIMITATIONS ON SEVERANCE AND RELATED TERMINATION BENEFITS

Section 4.1. Parachute Payment Limitations.

(a) General. In the event that the payments and benefits (the “Payments”) paid or provided to a Participant under this Plan or otherwise (i) constitute “parachute payments” within the meaning of Section 280G of the Code (“Section 280G”), and (ii) but for this Section 4.1, 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 such Participant 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 4.1 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.

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(b) Accountants Determinations. Unless the Company and a Participant otherwise agree in writing, any determination required under this Section 4.1 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 such Participant and the Company for all purposes. For purposes of making the calculations required by this Section 4.1, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and Section 4999. The Company and such Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4.1. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.1. 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: (i) reduction of the cash severance payments; (ii) cancellation of accelerated vesting of equity awards; and (iii) 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 such Participant’s equity awards’ grant dates.

Section 4.2. Compliance with Code Section 409A.

(a) If a Participant is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of such Participant’s separation from service, then the provisions of this Section 4.2 shall apply but only if, and only to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. No distribution shall be made to such Participant under Section 3.1, 3.3 or 3.4 of this Plan before the date that is six (6) months after his separation from service or, if earlier, the date of such Participant’s death. Any amounts otherwise payable to such Participant upon or in the six (6)-month period following such Participant’s separation from service that are not so paid by reason of this Section 4.2(a) shall be paid (without interest) as soon as practicable (and in all events within ten (10) days) after the date that is six (6) months after such Participant’s separation from service (or, if earlier, as soon as practicable, and in all events within ten (10) days, after the date of such Participant’s death).

(b) This Plan 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. For purposes of Section 409A, each payment in a series of installment payments provided under this Plan shall be treated as a separate payment. Any payments to be made under this Plan upon a termination of employment shall only be made upon a “separation from service” under Section 409A.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1. Cumulative Benefits; Effect on Other Plans. Except as otherwise set forth herein or otherwise agreed to between the Company and a Participant, the rights and benefits provided to any Participant under this Plan are cumulative of, and are in addition to, all of the other rights and benefits provided to such Participant under any benefit plan of the Company or any agreement between such Participant and the Company or any Subsidiary. Notwithstanding anything to the contrary in this Plan, in the event that a Participant is entitled to severance payments or benefits under any other employment agreement, severance agreement or similar agreement between a Participant and the Company (including, without limitation, an Employment Letter): (a) such Participant’s payments hereunder shall be reduced (but not below $0.00) by the aggregate amount of all similar severance payments due to such Participant under such other agreement; and (b) the Company subsidies described in Sections 3.1(c)(ii) and 3.3(a)(v), as applicable, shall be provided only during the period beginning on the last day that such Participant is entitled to similar benefits under such other agreement and ending on the date specified in Sections 3.1(c)(ii) and 3.3(a)(v) hereof, as applicable.

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Section 5.2. Plan Unfunded; Participant’s Rights Unsecured. This Plan shall be maintained in a manner to be considered “unfunded” for purposes of ERISA. The Company shall be required to make payments only as benefits become due and payable. No person shall have any right, other than the right of an unsecured general creditor against the Company, with respect to the benefits payable hereunder, or which may be payable hereunder, to any Participant, surviving spouse or beneficiary hereunder. If the Company, acting in its sole discretion, establishes a reserve or other fund associated with this Plan, no person shall have any right to or interest in any specific amount or asset of such reserve or fund by reason of amounts which may be payable to such person under this Plan, nor shall such person have any right to receive any payment under this Plan except as and to the extent expressly provided in this Plan. The assets in any such reserve or fund shall be part of the general assets of the Company, subject to the control of the Company. The Company shall not be required to establish any special or separate fund or make any other segregation of funds or assets to assure the payment of any benefit hereunder.

Section 5.3. Recoupment. Notwithstanding any other provision of this Plan to the contrary, Participants will be subject to recoupment policies adopted by the Company, including any policy adopted pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other law or the listing requirements of any national securities exchange on which the Company’s securities may be listed.

Section 5.4. Waiver. No waiver of any provision of this Plan or any Letter Agreement shall be effective unless made in writing and signed by the waiving person or entity. The failure of any person or entity to require the performance of any term or obligation of this Plan or any Letter Agreement, or the waiver by any person or entity of any breach of this Plan or any Letter Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

Section 5.5. Amendment; Termination. The Board may amend or terminate this Plan at any time or from time to time for any reason, provided, that Article V of this Plan and the Restrictive Covenants set forth in each Letter Agreement shall survive the termination of this Plan. For purposes hereof, an amendment or termination of this Plan shall not substantially and adversely affect the rights of, or reduce any payments to any, individual who is a Participant in this Plan on the date of such amendment or termination, including the amount of any payments to be made, or the timing of payments, under Article III of this Plan. Furthermore, subject to Section 3.7(j), no amendment or termination of this Plan shall change the vesting terms set forth in any award agreements for any equity awards held by, or to be granted in the future to, any individual who is a Participant in this Plan on the date of such amendment or termination of this Plan and any such amendment shall only affect future Participants under this Plan. The Company shall provide notice to Participants within fifteen (15) days of any amendment or termination of this Plan. Notwithstanding the foregoing, if a Participant becomes entitled to benefits under Section 3, this Plan shall not terminate with respect to such Participant until all of the obligations of the parties hereto with respect to this Plan have been satisfied. This Plan shall terminate without further action when all of the obligations to Participants hereunder have been satisfied in full.

Section 5.6. Administration.

(a) The Compensation Committee shall have full and final authority to make determinations with respect to the administration of this Plan, to construe and interpret its provisions and to take all other actions deemed necessary or advisable for the proper administration of this Plan, but such authority shall be subject to the provisions of this Plan; provided, however, that, to the extent permitted by applicable law, the Compensation Committee may from time to time delegate such administrative authority to a committee of one or more members of the Board or one or more officers of the Company, except that in no event shall any such administrative authority be delegated to an officer with respect to such officer’s status as a Participant. No discretionary action by the Compensation Committee shall amend or supersede the express provisions of this Plan.

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(b) The Company shall indemnify and hold harmless each member of the Compensation Committee against any and all expenses and liabilities arising out of his or her administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such member in the performance of such functions or responsibilities to the fullest extent permitted by applicable law. Expenses against which such member shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees and related charges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof.

Section 5.7. Certain Corporate Transactions. In the event of a merger, consolidation or similar transaction, nothing herein shall relieve the Company from any of the obligations set forth in this Plan; provided, however, that nothing in this Section 5.7 shall prevent an acquirer of or successor to the Company from assuming the Company’s obligations hereunder (or any portion thereof) pursuant to the terms of this Plan.

Section 5.8. Successors and Assigns. This Plan shall be binding upon, and inure to the benefit of, the Company and its successors and assigns. This Plan and all rights of each Participant shall inure to the benefit of, and be enforceable by, each such Participant and such Participant’s personal or legal representatives, executors, administrators and heirs. If any Participant should die following a termination event but prior to all amounts due and payable to such Participant hereunder being paid, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to such Participant’s beneficiary designated in writing to the Company prior to such Participant’s death (or to such Participant’s estate, if a Participant fails to make such designation). No payments, benefits or rights arising under this Plan may be assigned or pledged by any Participant, except under the laws of descent and distribution.

Section 5.9. Notices. For purposes of this Plan, notices, demands and all other communications provided for in this Plan 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 (3rd) 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

Attention:    Chairperson of the Compensation Committee

                    of the Board of Directors

(b) if to any Participant, to such Participant’s residence address on the records of the Company or to such other address as such Participant may have designated to the Company in writing for purposes hereof.

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Each of the Company and a Participant, by notice given to the other in accordance with this Section 5.9, may designate another address or person for receipt of notices delivered pursuant to this Section 5.9.

Section 5.10. Withholding. The Company shall have the right to deduct from any payment or benefit provided pursuant to this Plan all federal, state and local taxes and any other amounts which are required by applicable law to be withheld therefrom.

Section 5.11. Severability. The provisions of this Plan and each Letter Agreement (including, for the avoidance of doubt, the Restrictive Covenants) shall be regarded as divisible and separate, and if any provision of this Plan or any Letter Agreement is, becomes or is deemed to be invalid, illegal or unenforceable in any respect, then the validity, legality and enforceability of the remaining provisions of this Plan and applicable Letter Agreement shall not be affected thereby.

Section 5.12. Claims Procedure; Arbitration.

(a) Generally, Participants are not required to present a formal claim in order to receive benefits under this Plan. If, however, any person (the “Claimant”) believes that benefits are being denied improperly, that this Plan is not being operated properly, that fiduciaries of this Plan have breached their duties, or that the Claimant’s legal rights are being violated with respect to this Plan, the Claimant must file a formal claim, in writing, with the Compensation Committee. This requirement applies to all claims that any Claimant has with respect to this Plan, including claims against fiduciaries and former fiduciaries, except to the extent the Compensation Committee determines, in its sole discretion that it does not have the power to grant all relief reasonably being sought by the Claimant. A formal claim must be filed within one hundred twenty (120) calendar days after the date the Claimant first knew or should have known of the facts on which the claim is based, unless the Compensation Committee consents otherwise in writing. The Compensation Committee shall provide a Claimant, on request, with a copy of the claims procedures established under Section 5.12(b).

(b) The Compensation Committee has adopted procedures for considering claims (which are set forth in Exhibit B attached hereto), which it may amend or modify from time to time, as it sees fit. These procedures shall comply with all applicable legal requirements. These procedures may provide that final and binding arbitration shall be the ultimate means of contesting a denied claim (even if the Compensation Committee or its delegates have failed to follow the prescribed procedures with respect to the claim). The right to receive benefits under this Plan is contingent on a Claimant using the prescribed claims and arbitration procedures to resolve any claim.

Section 5.13. Governing Law. This Plan is intended to be an unfunded “top-hat” welfare plan, within the meaning of U.S. Department of Labor Regulation Section 2520.104-24, and shall be interpreted, administered, and enforced in accordance with ERISA. It is expressly intended that ERISA preempt the application of state laws to this Plan and each Letter Agreement (including, for the avoidance of doubt, the Restrictive Covenants) to the maximum extent permitted by Section 514 of ERISA. To the extent that state law is applicable, the statutes and common laws of the State of Florida (excluding its choice of laws principles) shall apply.

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Section 5.14. Arbitration. Subject to Section 5.12 hereof and subject to the provisions of any Letter Agreement regarding the Company’s entitlement to seek equitable relief under this Plan or such Letter Agreement:

(a) Except with regard to the Letter Agreement, all disputes between the Company and a Participant or any claims concerning the performance, breach, construction or interpretation of this Plan, or in any manner arising out of this Plan, 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:

(b) Within fifteen (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 fifteen (15) days thereafter, the two (2) arbitrators so appointed shall appoint the third arbitrator. If the two (2) 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 ninety (90) days after appointment of the third arbitrator. The decision of any two (2) or all three (3) 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 a Participant, his or her heirs, personal representatives, and legal representatives.

(c) 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.

(d) The Participant and a Participant shall pay its or his or her 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.

Section 5.15. Attorney’s Fees. In the event of any legal proceeding relating to this Plan, the Letter Agreement or any term or provision thereof or therein, 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 5.14(d) shall apply.

[Signature Page Follows]

14

IN WITNESS WHEREOF, and as conclusive evidence of the Board’s adoption of this Plan, the Company has caused this Plan to be duly executed in its name and behalf by its duly authorized officer as of the Effective Date.

NATIONAL RETAIL PROPERTIES, INC.
By:	/s/ Steven D. Cosler
Name: Steven D. Cosler
Title: Chairperson - Board of Directors

[Signature Page]

Exhibit A

Form of Letter Agreement

LETTER AGREEMENT

Dear [____________]:

We are pleased to inform you that the Compensation Committee of the Board of Directors of National Retail Properties, Inc., a Maryland corporation (the “Company”), has determined that, effective as of [____________] (the “Participation Date”), you are eligible to participate in the Company’s Executive Severance and Change of Control Plan (the “Plan”) as a Participant thereunder, subject to your execution and delivery of this Letter Agreement to the Company and subject to the terms and conditions of the Plan and this Letter Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to such terms in the Plan.

The terms of the Plan are detailed in the copy of the Plan that is attached as Annex A to this Letter Agreement, and those terms are incorporated in and made a part of this Letter Agreement. As described in more detail in the Plan, the Plan entitles you to certain severance payments and benefits in the event that your employment with the Company or any Subsidiary terminates under certain circumstances. By signing this Letter Agreement, and as a condition of your eligibility for the payments and benefits set forth in the Plan, you agree to comply with the provisions of the Plan and you agree to comply with the provisions of this Letter Agreement (including, without limitation, the Restrictive Covenants set forth below) during your employment with the Company or any Subsidiary and, to the extent required by the Restrictive Covenants, after the termination of your employment regardless of the reason for such termination. For all purposes under the Plan, your Termination Payment Multiple shall be [    (    )] and your Change of Control Termination Payment Multiple shall be [    (    )].

This Letter Agreement and the Plan constitute the entire agreement between you and the Company with respect to the subject matter hereof and, as of the Participation Date, shall supersede in all respects any and all prior agreements between you and the Company concerning such subject matter. [By signing this Letter Agreement, you agree that, effective as of the Participation Date, your Employment Agreement with the Company, dated as of January 2, 2014, is hereby terminated and of no further force or effect, and you will have no right or entitlement to any severance or other benefits under the terms of such Employment Agreement.]

Restrictive Covenants

By signing below, you hereby acknowledge and agree that:

(a) Disclosure of Confidential Information. You acknowledge that the Company will provide you 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 you 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 Letter Agreement, “Confidential Information” includes, but is not limited to:

Exhibit A-1

(i) 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;

(ii) Information regarding the customers of the Company and the Company Affiliates which you acquired as a result of your 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;

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

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

(v) Any other information which you acquired as a result of your employment with the Company and which you have 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

(vi) Information which:

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

(B) 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;

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

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

Exhibit A-2

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 you, (y) is obtainable in the public domain, or (z) if you give 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 you as not having been developed by use of or reference to other Confidential Information and as not having been acquired or developed by you in connection with your employment or affiliation with the Company.

(b) Covenant Not to Compete. While employed by the Company or any of its Subsidiaries and, in the event of a termination of your employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by you for Good Reason), for a period of one (1) year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to you, you 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 you are employed by the Company or any Company Affiliate; provided, however, you 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 (x) you 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 specific stock or other equity securities of the entity you own, or (y) 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 you do not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than five percent (5%) of any class of capital stock of such corporation. For purposes of this Letter 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.

(c) Non-Solicitation of Clients. While employed by the Company or any of its Subsidiaries and, in the event of a termination of your employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by you for Good Reason), for a period of one (1) year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to you, you shall not, directly or indirectly, for yourself 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 twelve (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 twelve (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.

Exhibit A-3

(d) Non-Solicitation of Employees. While employed by the Company or any of its Subsidiaries and, in the event of a termination of your employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by you for Good Reason), for a period of one (1) year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to you, you shall not directly or indirectly, for yourself 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 (i) 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 (ii) 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 (6) months at the time of such solicitation, attempt to employ, contact, employment or inducement.

(e) Confidentiality. Subject to Section 1(h), while employed by the Company or any of its Subsidiaries and after your employment terminates, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to you, you shall keep secret and retain in strictest confidence, shall not disclose to any third-party, and shall not use for your 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 clause (a)(vi), 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, you shall provide the Company with written notice of same at least five business days prior to the date on which you are required to make the disclosure. Notwithstanding the foregoing, the express terms of this Section 1(e) 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.

(f) 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 you 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 your 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 you to the Company at any time upon the written request of the Company (or, if requested by the Company, destroyed by you). Notwithstanding the foregoing, the express terms of this Section 1(f) shall not apply in the event of a Change of Control and subsequent termination by the Company without Cause or by you for Good Reason.

(g) Non-Disparagement. Subject to Section 1(h), while employed by the Company and after your employment terminates, you agree to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically (i) any derogatory comment concerning the Company and the Company Affiliates or any of their respective current or former directors, officers, employees or shareholders or (ii) 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 you from providing truthful disclosures required by applicable law or legal process.

Exhibit A-4

(h) Confidential Disclosure in Reporting Violations of Law or in Court Filings. You acknowledge and the Company agrees that you 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. You 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 Letter 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).

(i) Remedies. The Company and you acknowledge and agree that a breach by you of any of the covenants contained in this Letter Agreement 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, you acknowledge 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 you or any of your Affiliates, associates, partners or agents, either directly or indirectly, without the necessity of proving the inadequacy of legal remedies or irreparable harm.

COMPANY:

NATIONAL RETAIL PROPERTIES, INC.

a Maryland real estate investment trust

By:

Name:

Title:

AGREED TO AND ACCEPTED

[____]

Exhibit A-5

Annex A

Executive Severance and Change of Control Plan

[See Attached]

Annex A-1

Exhibit B

Detailed Claims and Arbitration Procedures

1. Claims Procedure

Initial Claims. All claims will be presented to the Compensation Committee in writing. Within ninety (90) days after receiving a claim, a claims official appointed by the Compensation Committee will consider the claim and issue his or her determination thereon in writing. The claims official may extend the determination period for up to an additional ninety (90) days by giving the Claimant written notice. The initial claim determination period can be extended further with the consent of the Claimant. Any claims that the Claimant does not pursue in good faith through the initial claims stage will be treated as having been irrevocably waived.

Claims Decisions. If the claim is granted, the benefits or relief the Claimant seeks will be provided. If the claim is wholly or partially denied, the claims official will, within ninety (90) days (or a longer period, as described above), provide the Claimant with written notice of the denial, setting forth, in a manner calculated to be understood by the Claimant: (i) the specific reason or reasons for the denial; (ii) specific references to the provisions on which the denial is based; (iii) a description of any additional material or information necessary for the Claimant to perfect the claim, together with an explanation of why the material or information is necessary; and (iv) appropriate information as to the steps to be taken if the Claimant wishes to submit his or her claim for review, including the time limits applicable to such procedures, and a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision upon review. If the Claimant can establish that the claims official has failed to respond to the claim in a timely manner, the Claimant may treat the claim as having been denied by the claims official.

Appeals of Denied Claims. Each Claimant will have the opportunity to appeal the claims official’s denial of a claim in writing to an appeals official appointed by the Compensation Committee (which may be a person, committee, or other entity). A Claimant must appeal a denied claim within sixty (60) days after receipt of written notice of denial of the claim, or within sixty (60) days after it was due if the Claimant did not receive it by its due date. The Claimant (or his or her duly authorized representative) may review pertinent documents in connection with the appeals proceeding and may present issues, comments and documents in writing relating to the claim. The review will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit claim determination. Any claims that the Claimant does not pursue in good faith through the appeals stage, such as by failing to file a timely appeal request, will be treated as having been irrevocably waived.

Appeals Decisions. The decision by the appeals official will be made not later than sixty (60) days after the written appeal is received by the Compensation Committee, unless special circumstances require an extension of time, in which case a decision will be rendered as soon as possible, but not later than one-hundred and twenty (120) days after the appeal was filed, unless the Claimant agrees to a further extension of time. The appeal decision will be in writing, will be set forth in a manner calculated to be understood by the Claimant, and will include specific reasons for the decision, specific references to the provisions on which the decision is based, if applicable, a statement that the Claimant is entitled to receive upon request and free of charge reasonable access to and copies of all documents, records and other information relevant to the Claimant’s claim for benefits, as well as a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA. If a Claimant does not receive the appeal decision by the date it is due, the Claimant may deem his or her appeal to have been denied.

Exhibit B-1

Procedures. The Compensation Committee will adopt procedures by which initial claims will be considered and appeals will be resolved; different procedures may be established for different claims. All procedures will be designed to afford a Claimant full and fair consideration of his or her claim.

Arbitration of Rejected Appeals. If a Claimant has pursued a claim through the appeal stage of these claims procedures, the Claimant may contest the actual or deemed denial of that claim through arbitration, as described below and in Section 5.13 of the Plan. In no event shall any denied claim be subject to resolution by any means (such as in a court of law) other than arbitration in accordance with the following provisions.

2. Arbitration procedure

Request for Arbitration. A Claimant must submit a request for binding arbitration to the Compensation Committee within sixty (60) days after receipt of the written denial of an appeal (or within sixty (60) days after he or she should have received the determination). The Claimant or the Compensation Committee may bring an action in any court of appropriate jurisdiction to compel arbitration in accordance with these procedures; provided, however, that nothing in this Plan shall require arbitration of any claims which, by law, cannot be the subject of a compulsory arbitration agreement.

Terms and Conditions of Arbitration. All claims shall be resolved exclusively by arbitration in accordance with Section 5.13 of the Plan.

The procedures set forth herein are intended to comply with United States Department of Labor Regulation Section 2560.503-1 and should be construed in accordance with such regulation. In no event shall the foregoing claims procedure be interpreted as expanding the rights of any Claimant beyond what is required by United States Department of Labor Regulation Section 2560.503-1.

Exhibit B-2

XML

Document and Entity Information	Jan. 19, 2022
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000751364
Document Type	8-K
Document Period End Date	Jan. 19, 2022
Entity Registrant Name	NATIONAL RETAIL PROPERTIES, INC.
Entity Incorporation State Country Code	MD
Entity File Number	001-11290
Entity Tax Identification Number	56-1431377
Entity Address, Address Line One	450 South Orange
Entity Address, Address Line Two	Avenue
Entity Address, Address Line Three	Suite 900
Entity Address, City or Town	Orlando
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32801
City Area Code	(407)
Local Phone Number	265-7348
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	NNN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false