SECOND AMENDMENT TO
AMENDED AND RESTATED
SPIRIT REALTY CAPITAL, INC.
AND SPIRIT REALTY, L.P.
2012 INCENTIVE AWARD PLAN
WHEREAS, Spirit Realty Capital, Inc. (the Company) currently maintains the Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan, as amended (the Plan).
WHEREAS, the Board of Directors of the Company (the Board) approved a reverse stock split of the issued and outstanding shares of the Companys common stock, par value $0.01 per share such that every five shares of Common Stock, par value $0.01 per share, that were issued and outstanding were combined and changed into one issued and outstanding share of Common Stock, par value $0.05 per share (the Reverse Stock Split).
WHEREAS, in connection with the Reverse Stock Split, the Compensation Committee of the Board, as the Plans Administrator (as defined in the Plan), approved equitable adjustments pursuant to Section 13.2(a) of the Plan to reflect the impact of the Reverse Stock Split with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the Share Limit and Individual Award Limits, each as defined in the Plan).
NOW, THEREFORE, BE IT RESOLVED, that, effective as of the effective time of the Reverse Stock Split, the Plan is hereby amended as set forth herein.
Effective as of the effective time of the Reverse Stock Split, the Plan is hereby amended as follows.
Section 2.11 of the Plan is hereby amended and restated in its entirety as follows:
Common Stock shall mean the common stock of the Company, par value $0.05 per share.
The first and second sentences of Section 3.1(a) of the Plan are hereby amended and restated in their entirety as follows:
Subject to Section 3.1(b) and Section 13.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan is 2,287,699 shares (the Share Limit). In order that the applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number of Shares that may be issued under the Plan upon the exercise of Incentive Stock Options shall be 2,287,699.