EXHIBIT 10.1
CHANGE IN CONTROL SEVERANCE PROTECTION POLICY
This Broadstone Net Lease, Inc. Severance Protection Policy has been adopted by the Compensation Committee of the Board of Directors of Broadstone Net Lease, Inc. to apply to applicable employees of the Company. Participants will be eligible for severance protection in connection with a Change in Control and certain termination of employment events, subject to the conditions set forth below. This Policy shall be effective as of the Effective Date as provided herein.
“Annual Base Salary” shall mean a Participant’s stated annual compensation without regard to any bonus, perquisite or other benefits.
“Annual Bonus” means the annual target bonus to which the Participant is eligible under the Company’s annual bonus or incentive compensation program as in effect from time to time.
“Cause” means any of the following: (i) conduct by the Participant that amounts to willful misconduct, gross neglect, or a material refusal to perform the Participant’s duties and responsibilities, which conduct, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to the Participant setting forth the nature of such conduct; (ii) any willful violation of any material law, rule, or regulation applicable to the Company generally; (iii) the Participant’s material violation of any material written policy, board committee charter, or code of ethics or business conduct (or similar code) of the Company to which the Participant is subject, which violation, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to the Participant setting forth the nature of such violation; (iv) any act of fraud, misappropriation, or embezzlement by the Participant, whether or not such act was committed in connection with the business of the Company; (v) the Participant’s charge with, indictment for, conviction of, or entry of a plea of guilty or nolo contendere or no contest with respect to: (X) any felony, or any misdemeanor involving dishonesty or moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the business of the Company, or (Y) any crime connected with the business of the Company; or (vi) the Participant’s deliberate misrepresentation in connection with, or willful failure to cooperate with, a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials as reasonably requested by the Company or its legal counsel.
“Change in Control” means and includes the occurrence of any one of the following events:
“Change in Control Protection Period” means the period starting on the date that is three (3) months prior to a Change in Control and ending on the date that is twelve (12) months following a Change in Control.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company” means collectively the REIT, Operating Company and REIT Operator.
“Compensation Committee” means the Compensation Committee of the Board of Directors of the REIT.
“Date of Termination” means the effective date of the relevant Participant’s termination of employment with the Company.
“Effective Date” means April 29, 2022, or such later date as determined by the Compensation Committee with respect to a Participant.
“Excluded Employees” means each executive officer of the Company who is party to an individual employment agreement with the Company and such other individuals as identified by the Compensation Committee.
“Good Reason” means without the Participant’s express written consent: (i) a material diminution in the Participant’s title, position, authority, duties, or responsibilities; (ii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Participant is required to report; (iii) a material diminution in the Participant’s Annual Base Salary or Annual Bonus; (iv) a willful and material breach by the Company of this Agreement; or (v) the relocation (without the written consent of the Participant) of Participant’s principal place of employment by more than thirty-five (35) miles from the Participant’s then current physical place of employment. Notwithstanding the foregoing, (A) Good Reason shall not be deemed to exist unless notice of termination on account thereof is given no later than ninety (90) days after the time at which the Participant has knowledge that the event or condition purportedly giving rise to Good Reason first occurs or arises , (B) if there exists an event or condition that constitutes Good
Reason, the Company shall have thirty (30) days from the date notice of such termination is received to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder and (C) the Participant provides written notice of termination with Good Reason within sixty (60) days following the Company’s failure to cure such event or condition.
“Operating Company” means Broadstone Net Lease, LLC, a New York limited liability company.
“Participant” means employees of the Company, other than the Excluded Employees, in each case employed by the Company on a full-time or part-time basis.
“Policy” means this Broadstone Net Lease, Inc. Severance Protection Policy.
“Qualifying Termination” means the Participant’s termination of employment by the Company, or the applicable successor entity, without Cause, or by the Participant for Good Reason, in either case during the Change of Control Protection Period; provided that in the case of a termination event during the three (3) month period prior to a Change in Control, the Change in Control must actually occur in order for the termination to be considered a Qualifying Termination, and, for purposes of this policy, such termination will be considered to occur on the date of the occurrence of the Change in Control.
“REIT” means Broadstone Net Lease, Inc., a Maryland corporation.
“REIT Operator” means Broadstone Employee Sub, LLC, a New York limited liability company.
“Separation from Service” means a termination of the employment relationship of the Participant with the Company or an affiliate within the meaning of Section 409A of the Code and Treasury Regulation section 1.409A-1(h) or any successor thereto.
“Severance Period” means (i) for Participants at the level of Senior Vice President, twelve (12) months following the Date of Termination, (ii) for Participants at the level of Vice President, nine (9) months following the Date of Termination and (iii) for all other Participants, six (6) months following the Date of Termination.
Exhibit A
Acknowledgment
I acknowledge that I received, read and understand the Broadstone Net Lease, Inc. Severance Protection Policy (the “Policy”), which supersedes all prior agreements, programs and arrangements with Broadstone Net Lease, Inc. and its subsidiaries, written or oral, relating to the subject matter hereof, including the terms of any offer letter agreements, as amended from time to time. In the event of any inconsistency, the terms of the Policy will govern. For the avoidance of doubt, the Policy will not have any impact on the treatment of any outstanding equity awards that I hold, which will continue to be treated in accordance with the terms and conditions set forth in the applicable award agreement or equity plan. I also acknowledge that the Policy extends additional benefits to me that are not covered under existing agreements, programs and arrangements. This Acknowledgement is not an employment contract or a guarantee of continued employment.
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