On June 22, 2023, Realty Income Corporation announced appointment of Jonathan Pong as Executive Vice President, and Treasurer of the Company effective as of January 1, 2024. In connection with Mr. Pong?s appointment as the CFO, on December 12, 2023, the Compensation & Talent Committee of the Board approved the following compensation for Mr. Pong as the CFO: an annual base salary of $500,000 and a target annual cash bonus opportunity at 100% of base salary. In addition, Mr. Pong is eligible to participate in the Company?s long-term incentive program, with a 2024 target long-term incentive value of $1,200,000.

Mr. Pong was also designated as a participant in the Company?s Executive Severance Plan (the ?Severance Plan?) and Mr. Pong and the Company entered into a participation agreement under the Severance Plan (the ?Participation Agreement?). Pursuant to the Severance Plan and the Participation Agreement, if Mr. Pong?s employment with the Company is terminated by the Company without ?cause? or by Mr. Pong due to a ?constructive termination?

(each as defined in the Severance Plan), then, subject to his execution and non-revocation of a severance agreement and general release of claims Mr. Pong will be entitled to receive: a lump-sum cash payment in an amount equal to the product of (x) one (or, in the event of a termination within 12 months following a change in control of the Company, two), and (y) the sum of (i) Mr. Pong?s then-current annual base salary, plus (ii) the average annual cash bonus earned by Mr. Pong for the previous three years or such lesser number of years for which Mr. Pong received an annual cash bonus (or, if Mr. Pong was not previously eligible to earn an annual cash bonus, his target annual cash bonus); continued group health insurance coverage at the Company?s expense during the 12 month period (or, in the event of a termination within 12 months following a change in control of the Company, the 18 month period) following Mr. Pong?s termination date or until Mr. Pong becomes covered under another group health insurance plan, whichever occurs first; and each outstanding and unvested time-vesting restricted stock and restricted stock unit award held by Mr. Pong will vest in full as of his termination date, and each outstanding and unvested performance-vesting equity award held by Mr. Pong will be treated in accordance with the terms of the applicable plan and award agreement governing such award. If Mr. Pong?s employment with the Company is terminated by reason of his death or disability, then, each outstanding and unvested time-vesting restricted stock and restricted stock unit award held by Mr. Pong will also fully vest. Mr. Pong?s right to receive and retain the severance benefits payable under the Severance Plan is conditioned on his continued compliance with any restrictive covenants with respect to which he is bound and his timely return of all Company property in his possession following his termination date.

The Participation Agreement contains certain restrictive covenants that will apply to Mr. Pong, including a confidentiality covenant that extends indefinitely.