CHIEF EXECUTIVE OFFICER TRANSITION AGREEMENT
THIS CHIEF EXECUTIVE OFFICER TRANSITION AGREEMENT (this “Agreement”) is made as of January 10, 2023, by and among Broadstone Net Lease, Inc., a Maryland corporation (the “REIT”), Broadstone Net Lease, LLC, a New York limited liability company (the “Operating Company”), and the Operating Company’s subsidiary, Broadstone Employee Sub, LLC, a New York limited liability company (the “REIT Operator” and, together with the REIT and the Operating Company, the “Company”) and Christopher J. Czarnecki (“Consultant”).
WHEREAS, Consultant has been employed by the REIT Operator as the REIT’s President and Chief Executive Officer pursuant to the terms set forth in that certain Amended and Restated Employment Agreement, dated as of the Effective Date (as defined therein), by and among the Company and Consultant (the “Employment Agreement”);
WHEREAS, Consultant has been granted Restricted Shares and RSUs (each, as defined below) pursuant to the Company’s 2020 Omnibus Equity and Incentive Plan, adopted as of August 4, 2020 (the “Plan”);
WHEREAS, the Company and Consultant mutually agree that Consultant’s employment with the REIT Operator will terminate effective as of the close of business on February 28, 2023 (the “Separation Date”); and
WHEREAS, in connection with Consultant’s termination of employment with the REIT Operator, the Company and Consultant desire to enter into an agreement containing (i) a release with respect to the Consultant’s service as an employee prior to the Separation Date and (ii) the terms and conditions pursuant to which Consultant will provide certain agreed-upon consulting services to the REIT following the Separation Date. Capitalized terms used, but not defined, herein will have the meanings given to them in the Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
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(d) Indemnification. Consultant will (i) through the Separation Date, continue to be indemnified by the Company and covered under applicable directors’ and officers’ liability and errors and omissions insurance for his services prior to the Separation Date in accordance with the terms of the Employment Agreement, and (ii) be fully indemnified by the Company for his services during the Term on a basis no less favorable than he would have been indemnified had he continued to be employed in the respective capacities in which he served as an executive officer of the Company prior to the Separation Date.
(e) Waiver of Notice. The Company acknowledges and agrees that any required advance notice by Consultant pursuant to the Employment Agreement to terminate his employment with the Company is hereby waived by the Company.
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Except as set out above, the Restricted Shares and RSUs will continue to be governed by the terms and conditions of the Plan and any applicable award agreements.
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(h) Accrued Obligations. In accordance with the terms of the Company’s applicable plans and policies or applicable law, on or following the Separation Date, Consultant will be paid (i) his accrued but unpaid salary through the Separation Date, (ii) his accrued but unused vacation and (iii) his accrued but unreimbursed business expenses (subject to submitting invoices evidencing such expenses incurred in accordance with Company policy) and (iv) vested accrued benefits and compensation under the Company’s plans and arrangements.
Consultant hereby expressly acknowledges and agrees that, following the Separation Date and except as expressly provided in this Agreement, Consultant will no longer be entitled to receive any compensation, benefits, or other payments or forms of remuneration (whether cash, property, or vesting of unearned compensation) in respect of his employment services to the Company through the Separation Date. For the avoidance of doubt, other than set forth in Section 2(e), Consultant will not receive or earn any vesting or other credit in respect of any restricted shares, restricted stock units, or other unvested equity awards held by him as of the Separation Date, which Consultant acknowledges will be forfeited in their entirety without payment as of the close of business on the Separation Date.
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If to the Company:
Broadstone Net Lease, Inc.
800 Clinton Square
Rochester, NY 14604
Attention: General Counsel
Email: john.callan@broadstone.com
If to Consultant: Consultant’s last known address on file with the Company, or such other address or to the attention of such other party as the recipient party specifies by prior written notice to the sending party.
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IN WITNESS WHEREOF, the parties hereto have executed this Chief Executive Transition Agreement as of the date first above written.
BROADSTONE NET LEASE, INC.
By: /s/ John D. Callan Jr.
Name: John D. Callan, Jr.
Title: SVP, General Counsel and Secretary
BROADSTONE NET LEASE, LLC
By: Broadstone Net Lease, Inc.
Its: Managing Member
By: /s/ John D. Callan Jr.
Name: John D. Callan, Jr.
Title: SVP, General Counsel and Secretary
BROADSTONE EMPLOYEE SUB, LLC
By: Broadstone Net Lease, LLC
Its: Manager
By: Broadstone Net Lease, Inc.
Its: Managing Member
By: /s/ John D. Callan Jr.
Name: John D. Callan, Jr.
Its: SVP, General Counsel and Secretary
CONSULTANT
/s/ Christopher J. Czarnecki
Christopher J. Czarnecki
[Signature Page to Consulting Agreement]
Exhibit A
Reaffirmation
Reference is hereby made to the Chief Executive Officer Transition Agreement (“Agreement”), between the undersigned and by and among Broadstone Net Lease, Inc., Inc., a Maryland corporation (the “REIT”), Broadstone Net Lease, LLC, a New York limited liability company (the “Operating Company”), and the Operating Company’s subsidiary, Broadstone Employee Sub, LLC, a New York limited liability company (the “REIT Operator” and, together with the REIT and the Operating Company, the “Company”) and Christopher J. Czarnecki, dated as of January 10, 2023, which Agreement contemplates the execution by the undersigned of this Reaffirmation (this “Reaffirmation”). It is acknowledged and agreed that this Reaffirmation will be part of and subject to the terms of the Agreement, and capitalized terms in this Reaffirmation will be as defined in the Agreement unless otherwise defined herein.
The undersigned hereby states, affirms, and agrees as follows:
_____________________________
Name: Christopher J. Czarnecki
Date: ________________________