UNITED STATES SECURITIES AND EXCHANGE COMMISSION
☒ and mailing of the proxy materials and the solicitation of proxies and, upon request, will reimburse brokers, banks and other nominees, fiduciaries and custodians for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our common stock. Our objective is to grow and diversify our portfolio through the acquisition of well-located restaurant properties with leading restaurant operators and franchisees. executive officers. While the vote on Proposal Three is advisory in nature and non-binding, the Board will review the voting results and expects to take them into consideration when making future decisions regarding the compensation of our named executive officers. Proposal Two is considered a discretionary matter and a broker, bank or other nominee will be permitted to exercise his/her discretion. Accordingly, we do not expect any broker non-votes with respect to Proposal Two. 2018. 2017 and 2016. engagements, including the issuance of comfort letters related to debt or equity offerings. 2017. Moody, who has extensive experience as a director and executive in numerous real estate companies, including several REITs. For more information, see Mr. Moody’s biography above under “Proposal One: Election Of Directors.” 2017. 2017. 2017. 2017. duties. Our Corporate Governance Guidelines establish the practices and procedures of the Board with respect to director responsibilities, Board composition and member selection, Board independence, Board meetings and involvement of senior management, management succession planning, related party transactions, communications between directors and stockholders, Board committees and the evaluation of senior management and the Board. The Board reviews our Corporate Governance Guidelines at least annually and updates them as necessary to reflect improved corporate governance practices and changes in regulatory requirements. A copy of the Corporate Governance Guidelines is available on our website at www.fcpt.com under Investor Relations – Corporate Governance. on June 16, 2017. statements and for expressing an opinion on the conformity of the consolidated financial statements with GAAP. In addition, in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the Audit Committee reviewed and discussed with management, the company’s internal auditors and KPMG, management’s report on the operating effectiveness of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, including KPMG’s related report thereon. Based on the foregoing, the Audit Committee has satisfied itself as to the independence of KPMG. KPMG has served as our independent registered public accounting firm since 2015. 2017. Name ” was a named executive officer for 2017. ,” except that the performance period for the performance-based restricted stock awards runs from January 1, 2018 to December 31, 2020. Non-equity Plan, subject to the limitations set forth in the 2015 Plan: stock options; stock appreciation rights; restricted stock; restricted stock units; deferred stock units; unrestricted stock, dividend equivalent rights; performance shares and other performance-based awards; other equity-based awards; and cash bonus awards. . The shares of time-based restricted stock granted to each executive in 2017 vest in equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continuous employment with the Company through the applicable vesting date. If, after the first anniversary of the grant date, the executive’s employment is terminated by the Company for any reason other than “cause” (as defined in the 2015 Plan), death or “disability” (as defined in the applicable award agreement), or the executive resigns for “good reason” (as defined in the applicable award agreement), then the executive will become vested in a pro-rated number of shares, which will be determined based on the number of full months during the 36-month vesting period that the executive was employed by the Company, plus six additional months of service credit. If, within two years after the date of the consummation of a “change in control” (as defined in the 2015 Plan), the executive’s employment is terminated by the Company for any reason other than cause, death or disability, or the executive resigns for good reason, then the executive will become immediately vested in all of the shares. If the executive dies or becomes disabled prior to the vesting of the shares, then the executive will become immediately vested in all of the shares. All dividends paid with respect to the shares will be reinvested in additional shares of restricted stock, which will be subject to the same vesting, forfeiture and other provisions that apply to the underlying shares of restricted stock. . The shares of performance-based restricted stock granted to each executive Target Shares and his right to receive any Additional Shares. performance, which will be determined based on the number of full months during the 36-month vesting period or performance period, as applicable, that the executive was employed by the Company (plus six additional months of service credit in the case of time-based restricted stock awards). With respect to performance-based restricted stock awards, the number of shares that will vest (subject to pro-ration as described in the preceding sentence), if any, will be determined following the end of the performance period based on actual performance. We have assumed for purposes of the table above that performance will be achieved at the target level. Name of Beneficial Owner year, except for two late reports each reporting two transactions for each of Messrs. Lenehan, Morgan and Brat, two late reports each reporting one transaction for each of Messrs. Hansen, Moody, Szurek and Ogilvie, and one late Form 3 for Mr. Jemley. “interested transaction” threshold. FOUR CORNERS PROPERTY TRUST, INC. þ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 (Name of Person(s) Filing Proxy Statement, if other than the Registrant) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)þ☒No fee required. ☐ Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: May 3, 201620162018 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday,Friday, June 16, 2016,15, 2018 at 2:9:00 p.m. Eastern Time. Thea.m., Pacific Time, at the Acqua Hotel, 555 Redwood Highway, Mill Valley, California 94941. In order to make attending the Annual Meeting as convenient as possible for all of our stockholders, the Annual Meeting will be conducted both in-person and as a completely virtual meeting of stockholders. You will be able toIf you cannot attend the annual meeting,Annual Meeting in person, you may attend the Annual Meeting, vote and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/FCPT2016FCPT2018 and entering your unique control number provided in the Notice of Internet Availability of Proxy Materials described below or the proxy card.fiveseven directors to our Board of Directors, (ii) ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016,2018, (iii) approve, on a non-binding advisory basis, the material terms for paymentcompensation of performance-based compensation under the Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended,our named executive officers, and (iv) transact such other business as may properly come before the meeting or any postponements or adjournments thereof. The accompanying Notice of 20162018 Annual Meeting of Stockholders describes these matters.Proxy Statementproxy statement and our 20152017 Annual Report to Stockholders, on the Internet. Please read the enclosed information carefully before submitting your proxy.virtual Annual Meeting.Meeting either in person or via live webcast. Whether or not you plan to attend, it is important that you authorize your proxy promptly. If you do attend the virtual Annual Meeting, you may revoke your proxy by electronically voting during the virtual Annual Meeting. Sincerely, Sincerely, William H. Lenehan President, Chief Executive Officer and Director 20162018 ANNUAL MEETING OF STOCKHOLDERS20162018 Annual Meeting of Stockholders (the “Annual Meeting”) of Four Corners Property Trust, Inc., a Maryland corporation, will be held via live webcast at www.virtualshareholdermeeting.com/FCPT2016,FCPT2018 and in-person, on Thursday,Friday, June 16, 2016,15, 2018, at 2:9:00 p.m. Easterna.m., Pacific Time, at the Acqua Hotel, 555 Redwood Highway, Mill Valley, California 94941, for the following purposes:1.To consider and vote upon the election of five directors to the Board of Directors to serve until the 2017 Annual Meeting of Stockholders and until their successors have been duly elected and qualify;2. To consider and vote upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;3. To consider and vote to approve the material terms for payment of performance-based compensation under the Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan, as amended, for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended; and4. To transact such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof.1. To consider and vote upon the election of seven directors to the Board of Directors named in this proxy statement to serve until the 2019 Annual Meeting of Stockholders and until their successors have been duly elected and qualify; 2. To consider and vote upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018; 3. To approve, on a non-binding advisory basis, the compensation of our named executive officers; and 4. To transact such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof. Tuesday,Wednesday, April 19, 2016,18, 2018, are entitled to notice of and to vote at the Annual Meeting or at any postponements or adjournments thereof.20162018 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 16, 2016.15, 2018. Our Proxy Statement and 20152017 Annual Report are available at www.proxyvote.com.rolevote is very important and the Board of Directors strongly encourages you to exercise your right to vote. BY ORDER OF THE BOARD OF DIRECTORS
JAMES L. BRAT General Counsel and Secretary Dated: April 27, 2018 Mill Valley, California Dated: May 3, 2016Mill Valley, California1 1 2 2 566 6 81010 10 911 14121412141313 14 Board Leadership Structure15151418 19 19 Code of Ethics2020 20 20 20 20 21 22 222323 24 24 24 2425 252626 26 27 28 29 31 35 36 38 38 40 40 43 44 45 252016 Long-Term Incentive Awards2846 3147 3249 334933Related Party Transactions33Leases with Darden33Transition Services Agreement33Franchise Agreements3349 34493449345034Appendix A: Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan, as amendedA-150May 3, 2016.April 27, 2018. This proxy statement is furnished by the Board of Directors (the “Board”) in connection with its solicitation of proxies for Four Corners Property Trust, Inc.’s 20162018 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday,Friday, June 16, 2016,15, 2018, at 2:9:00 p.m. Easterna.m., Pacific Time, via live webcast at www.virtualshareholdermeeting.com/FCPT2016,FCPT2018 and in-person at the Acqua Hotel, 555 Redwood Highway, Mill Valley, California 94941, and any postponements or adjournments thereof. Unless the context requires otherwise, references in this proxy statement to “we,” “our,” “us” and the “Company” refer to Four Corners Property Trust, Inc., a Maryland corporation, together with its consolidated subsidiaries.May 3, 2016.April 27, 2018. Stockholders will have the ability to access the proxy materials at www.proxyvote.com or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe these rules allow us to provide our stockholders with the information they need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.20162018 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 16, 2016.15, 2018. Our Proxy Statement and 20152017 Annual Report to Stockholders are available at www.proxyvote.com.· consider and vote upon the election of fiveseven directors to the Board named in this proxy statement to serve until the 20172019 Annual Meeting of Stockholders and until their successors are duly elected and qualify (Proposal One)(“Proposal One”);· consider and vote upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016 (Proposal Two)2018 (“Proposal Two”); and· consider and vote to approve, on a non-binding advisory basis, the material terms for paymentcompensation of performance-based compensation under the Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan, as amended (the “2015 Plan”our named executive officers (“Proposal Three”), for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (Proposal Three); and.·transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.Tuesday,Wednesday, April 19, 2016,18, 2018, has been fixed as the record date (the “Record Date”) for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting. Only stockholders of record as of the close of business on the Record Date are entitled to receive notice of, to attend, and to vote at the Annual Meeting. On the Record Date, our outstanding voting securities consisted of 59,881,86461,391,187 shares of common stock. Each share of common stock is entitled to one vote. Votes may not be cumulated in the election of directors.Wells Fargo Bank, N.A.,Broadridge Corporate Issuer Solutions, you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by us. You may authorize your proxy in the following ways:· Via the Internet by following the instructions provided in the Notice; · If you request printed copies of the proxy materials by mail, by filling out the proxy card included with the materials; or · By calling the toll-free number found on the proxy card or the Notice. properly via one of the methods discussed above will be voted in accordance with the instructions contained therein. If the proxy is authorized but voting directions are not made, the proxy will be voted “FOR” each of the fiveseven director nominees, “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016,2018, and “FOR” the approval of the material termscompensation of the 2015 Plan for purposes of Section 162(m) of the Code and in such manner as the proxy holdersour named on the proxy card, in their discretion, determine upon such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.“vote“voting instruction form.” You should instruct your broker or nominee how to vote your shares by following the voting instructions provided by your broker or nominee.2016.2018. Pursuant to the rules of the NYSE, the election of directors and the non-binding advisory vote to approve the material terms of the 2015 Plan for purposes of Section 162(m) of the Internal Revenue Codeon executive compensation are not “routine” matters as to which brokers, banks or other nominees may vote in their discretion on behalf of clients who have not furnished voting instructions. When a broker, bank or other nominee does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner, it is referred to as a “broker non-vote.”virtual Annual Meeting?provided in the Notice or proxy card and following the instructions.(by(including by means of remote communication) at the virtual Annual Meeting or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting constitutes a quorum. If the shares present in person (by(including by means of remote communication) or by proxy at the Annual Meeting do not constitute a quorum, the Annual Meeting may be adjourned by the chairperson of the Annual Meeting to a date not more than 120 days after the Record Date without notice other than announcement at the Annual Meeting. Shares that are voted “FOR,” “AGAINST,”“AGAINST” or “ABSTAIN” will be treated as being present at the Annual Meeting for purposes of establishing a quorum. Accordingly, if you are a stockholder of record as of the Record Date and have returned a valid proxy or attend the virtual Annual Meeting in person (by(including by means of remote communication), your shares will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the Annual Meeting. “Broker non-votes” will also be counted as present for purposes of determining the presence of a quorum.fiveseven director nominees will be elected by a majority of votes cast. This means that the number of votes “FOR” a director’s election exceeds the number of votes “AGAINST” the director’s election. Cumulative voting is not permitted. Abstentions and broker non-votes, if any, will not be counted as votes cast on Proposal One and will have no effect on this proposal. However, under our Bylaws, if a director nominee in an uncontested election does not receive at least a majority of the votes cast for the election of directors at any meeting at which a quorum is present, the director must promptly tender his or her resignation to the Board and remain a director until the Board appoints an individual to fill the office held by such director.“AGAINST,”“AGAINST” or “ABSTAIN” on Proposals Two and Three. To be approved, each of ProposalsProposal Two and Three must receive the affirmative vote of a majority of the votes cast, in person (by(including by means of remote communication) or by proxy, at the Annual Meeting on each proposal.Meeting. Abstentions and broker non-votes, if any, will not be counted as votes cast on Proposals Two or Three and will have no effect on the result of these votes.· “FOR” each of the fiveseven director nominees set forth in Proposal One;· “FOR” Proposal Two, relating to the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;2018; and· “FOR” Proposal Three, relating to the approval of the material terms for paymentcompensation of performance-based compensation under the 2015 Plan for purposes of Section 162(m) of the Code.our named executive officers. voting during the Annual Meeting at www.virtualshareholdermeeting.com/FCPT2016FCPT2018 when you enter your unique control number. If you attend the virtual Annual Meeting in person (including by means of remote communication), you may vote onlinein-person or electronically, as applicable, whether or not you have previously given a proxy, but your presenceattendance (without further action) at the Annual Meeting will not constitute revocation of a previously given proxy. If you hold your shares through a broker, bank or other nominee holder, only they can revoke your proxy on your behalf.fiveseven directors. The fiveseven persons named below, each of whom currently serves on our Board, have been recommended by our Nominating and Governance Committee and nominated by our Board to serve on the Board until our 20172019 Annual Meeting of Stockholders and until their respective successors are elected and qualify. Each of the director nominees has consented to being named in this Proxy Statementproxy statement and to serve as a director if elected. Based on its review of the relationships between the director nominees and the Company, the Board has determined that all of our directors, other than William H. Lenehan, our President and Chief Executive Officer, are independent under applicable SEC and NYSE rules.Governance — Governance—Identifying and Evaluating Director Nominees.”Name Position With the Company William H. Lenehan Director, President and Chief Executive Officer 3941Douglas B. Hansen Jr. Director 5860John S. Moody Director, Chairperson of the Board 6769Marran H. Ogilvie Director 4749Paul E. Szurek Director 5557Charles L. Jemley Director 54 Eric S. Hirschhorn Director 36 anow named Granite REIT, an owner of net leased industrial and manufacturing real estate, operating company withwhere he was a global net lease portfolio, from June 2011 to December 2011. From August 2001 to February 2011,member of their Strategic Review Committee and was a director. In addition, Mr. Lenehan was an investment professional at Farallon Capital Management, LLC, a global institutional asset management firm. Mr. Lenehan joinedserved on the board of directors of Macy’s, Inc. in April 2016. Mr. Lenehan served as a director offor Gramercy Property Trust Inc., a commercialpublicly traded net lease real estate investment company focused on acquiring and managing net leased office and industrial assets,trust (“REIT”), from January 2012 until December 2015. From May 2012 until May 2015, Mr. Lenehanwhere he was Chairman of the Investment Committee, and served on the board of directors of Stratus Properties Inc., a real estate development company.company, from May 2012 to May 2015. He also spent approximately 10 years as an investment professional at Farallon Capital Management, LLC. Mr. Lenehan has served as a director of Macy’s, Inc. (“Macy’s”), a retailer, since April 2016, and is also a member of the Audit Committee for Macy’s. Mr. Lenehan is a graduate of Claremont McKenna College. Jr. is a Director and joined the Board in 2015. Mr. Hansen is also the chairperson of our Investment Committee. SinceFrom 2011 to 2017, Mr. Hansen has served as CEO of Atria Properties, LLC, a commercial real estate brokerage company. Since 2009, Mr. Hansen has served as President of Resonant Capital, Inc., a business services and real estate company. Mr. Hansen is a Founder of Redwood Trust, Inc., a public mortgage REIT, and served as Redwood’sits President from 1994 through 2008. He retired from his position as President of Redwood Trust, Inc. at the end of 2008. Mr. Hansen currently serves as Vice Chairman of the board of directors of Redwood Trust, Inc. and has been a director of Redwood Trust, Inc. since 1994. Since 2011, Mr. Hansen has been a board member and CFO of River of Knowledge, Inc., a non-profit corporation. From 1990 through 1997, he was a Principal with GB Capital. Mr. Hansen holds a Bachelor’s degree in Economics from Harvard College and a Master of Business Administration degree from Harvard Business School.whichand is the General Partner and Manager of Parkside Capital Land Fund, LTD. From 2007 through 2009, Mr. Moody served as President of Proterra Management LLC in Houston, which is the General Partner and Manager of Proterra Realty Fund, LTD. From 2004 through 2005, Mr. Moody served as President and Chief Executive Officer of HRO Asset Management, LLC. From 2001 to 2004, he was President of Marsh & McLennan Real Estate Advisors, Inc. He has also served as a Director of Huron Consulting Group since 2005, and Hines Global REIT, Inc., a commercial real estate REIT since 2009. From 2000 to 2005, Mr. Moody served on the board of directors of Equity Office Properties Trust, and from 2004 to 2006, he served on the board of directors of CRIIMI MAE, Inc., both of which were publicly traded REITs. Mr. Moody graduated from Stanford University with a Bachelor’s degree and received his Juris Doctorate with honors from the University of Texas.is also served as the chairperson of our Audit Committee and our Nominating and Governance Committee.Committee through 2017. Ms. Ogilvie has served as an Advisor to the Creditors Committee for the Lehman Brothers International (Europe) Administration since 2008, as a Director of LSB Industries, Inc.,Ferro Corporation, a manufacturing company, since 2015,2017, as a Director of Seventy Seven Energy Inc.,Evolution Petroleum Corporation, an oil field servicesand gas company, since 2014,2017, as a Director of Zais Financial Corporation,Bemis Company, a real estate investment trust,packaging company, since 2013January 2018, and as a Director for the Korea Fund, an investment company,of Forest City Realty Trust since 2012.April 2018. Ms. Ogilvie served as a Director for Southwest Bancorp, a regional commercial bank from January 2012 to April 2015.2015, as a Director of Seventy Seven Energy Inc., an oil field services company, from 2014 to 2017, as a Director of Zais Financial Corporation, a real estate investment trust, from 2013 to 2017, as a Director of the Korea Fund, an investment company, from 2012 to 2017, and as a Director of LSB Industries, Inc., a manufacturing company, from 2015 to 2018. Prior to that, Ms. Ogilvie was a member of Ramius, LLC, an alternative investment management firm, where she served in various capacities from 1994 to 2009 before the firm’s merger with Cowen Group, including as Chief Operating Officer from 2007 to 2009 and General Counsel from 1997 to 2007. Following the merger, Ms. Ogilvie became Chief of Staff at Cowen Group, Inc. until 2010. Ms. Ogilvie received a Bachelor’s degree from the University of Oklahoma and a Juris Doctorate from St. John’s University.is alsohas served as the chairpersonPresident and Chief Executive Officer of our Audit Committee. Mr. Szurek has servedCoreSite Realty Corporation (“CoreSite”), a publicly traded data center REIT, since September 2016 and as a Director of CoreSite Realty Corporation, a real estate investment trust, since September 2010, serving2010. Prior to becoming President and Chief Executive Officer, he served as Lead Independent Director, Chair of the Nominating and Governance Committee, and member of the Audit Committee.Committee of CoreSite. He has served as Chief Financial Officer of Biltmore Farms, LLC sincefrom February 2003 until August 2016, prior to which he was a consultant to Biltmore Farms, LLC from December 1, 2002. Prior to joining Biltmore, Mr. Szurek served as Chief Financial Officer of Security Capital Group Incorporated. He has previously served as Director to two publicly-traded real estate companies, Regency Centers from 1996 to 1997 and Security Capital US Realty from 1995 to 1997. Mr. Szurek is currently a Director of the Charlotte, North Carolina branch of the FederalReserve Bank of Richmond. He received a Juris Doctorate with honors from Harvard Law School and a Bachelor’s degree in Government with high honors from the University of Texas at Austin.2016.2018. KPMG LLP has been our independent registered public accounting firm since the completion of the Spin-Off. Although stockholder approval is not required, we desire to obtain from our stockholders an indication of their approval or disapproval of the Audit Committee’s action in appointing KPMG LLP as the independent registered public accounting firm of the Company for 2016.2018. If our stockholders do not ratify and approve this appointment, the appointment will be reconsidered by the Audit Committee and our Board.
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.2015 (the only year in which we paid fees to KPMG LLP). 2015 Audit Fees $ 428,000 Audit-Related Fees — Tax Fees — All Other Fees — Total $ 428,000 2017 2016 Audit Fees $ 707,480 $ 619,495 Audit-Related Fees – – Tax Fees – – All Other Fees – – Total $ 707,480 $ 619,495 orand services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.auditsaudit fees paid to, our independent registered public accounting firm during fiscal year 2015.APPROVAL OF THE MATERIAL TERMS FOR THE PAYMENT OF PERFORMANCE-BASEDADVISORY VOTE ON EXECUTIVE COMPENSATION UNDER THE FOUR CORNERS PROPERTY TRUST, INC. 2015 OMNIBUS INCENTIVE PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODEWe are asking stockholders to consider and vote upon a proposal to approve the material terms for the payment of performance-based compensation under the 2015 Plan. The purpose of asking stockholders to approve the material terms for the payment of performance-based compensation under the 2015 Plan is to enable the Company to grant incentive awards under the 2015 Plan that are structured in a manner intended to qualify as tax-deductible performance-based compensation under Section 162(m) (“Section 162(m)”) of the Code. Stockholders are not being asked to approve an amendment to the 2015 Plan or to approve the 2015 Plan in its entirety. For the avoidance of doubt, approval of this proposal will not in any way impact or increase the number of shares available for awards under the 2015 Plan.Section 162(m)Section 162(m) limits to $1,000,000 the amount the Company may deduct in any one year for compensation paid to a “covered employee.” For purposes of Section 162(m), a covered employee generally means any person who, as of the last day of the Company’s fiscal year, is the chief executive officer or one of the Company’s three highest compensated executive officers (other than the chief financial officer), as determined under SEC rules, provided that under certain special SEC reporting rules, which currently are applicable to the Company, the chief financial officer of the Company may be considered to be a covered employee. However, compensation that constitutes “qualified performance-based compensation” under Section 162(m) is excluded from this deductibility limitation.For compensation to constitute “qualified performance-based compensation” under Section 162(m), in addition to certain other requirements, stockholders must approve the material terms under which the performance-based compensation will be paid (including the performance goals). Although the 2015 Plan was previously approved on October 20, 2015 (prior to the Spin-Off) by its then-sole stockholder, RARE Hospitality International, Inc., Section 162(m) requires that the Company’s post-separation stockholders approve the material terms. Therefore, at the Annual Meeting, the Company is asking stockholders to approve the material terms for the payment of performance-based compensation under the 2015 Plan.For purposes of Section 162(m), the material terms of performance-based compensation include (i) the employees eligible to receive compensation under the 2015 Plan, (ii) a description of the business criteria on which the performance goals are based and (iii) the maximum amount of compensation that can be paid to an employee as performance-based compensation during a specified time period. Each of these aspects of the 2015 Plan is discussed below and approval of this proposal will constitute approval of each of these aspects of the 2015 Plan for purposes of Section 162(m).AwardsThe 2015 Plan provides for the grant of awards of nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, deferred stock units, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards (each, an “Award” and collectively, the “Awards”).EligibilityThe 2015 Plan is administered by the Compensation Committee of the Board. The Compensation Committee may (subject to express limitations in the 2015 Plan) designate persons eligible for Awards, determine the type of Award and number of shares covered by each Award, determine the terms and conditions of any Award, prescribe the form of each award agreement evidencing an Award, amend, modify or supplement the terms of any outstanding Award, and interpret and administer the 2015 Plan and any award agreement. The Compensation Committee may (subject to express limitations in the 2015 Plan) delegate some or all of its authority with respect to the 2015 Plan andAwards to the Chief Executive Officer of the Company and/or any other officer of the Company designated by the Compensation Committee.Any employee, director or consultant of the Company or an affiliate, as the Compensation Committee determines and designates from time to time, and any other individual whose participation in the 2015 Plan is determined to be in the best interests of the Company by the Compensation Committee, is eligible to receive Awards under the 2015 Plan. As of April 21, 2016, approximately 328 individuals were eligible to participate in the 2015 Plan.Plan LimitsSubject to adjustment as provided in the 2015 Plan, the maximum number of shares of stock reserved for issuance under the 2015 Plan is equal to two million one hundred thousand (2,100,000) shares of stock (the “Share Limit”). Any of the shares of common stock reserved and available for issuance under the 2015 Plan may be used for any type of Award under the 2015 Plan.If any shares of stock covered by an Award are not purchased or are forfeited or expire or if an Award otherwise terminates without delivery of any stock subject thereto or is settled in cash in lieu of shares, then the number of shares of stock counted against the Share Limit with respect to such Award will, to the extent of any such forfeiture, termination, expiration, or settlement, again be available for making Awards under the 2015 Plan. The number of shares of stock available for issuance under the 2015 Plan will not be increased by the number of shares of stock (i) tendered, withheld, or subject to an Award granted under the 2015 Plan surrendered in connection with the purchase of shares of stock upon exercise of an option, (ii) that were not issued upon the net settlement or net exercise of a stock-settled SAR granted under the 2015 Plan, (iii) deducted or delivered from payment of an Award granted under the 2015 Plan in connection with the Company’s tax withholding obligations, or (iv) purchased by the Company with proceeds from option exercises.Maximum Amount of AwardsThe maximum number of shares of stock subject to options or SARs that can be granted under the 2015 Plan in any one fiscal year to any person, other than a non-employee director, is seven hundred fifty thousand (750,000). The maximum number of shares of stock subject to Awards, other than options or SARs, that are stock-denominated and are either stock- or cash-settled that can be granted under the 2015 Plan in any one fiscal year to any person, other than a non-employee director, is seven hundred fifty thousand (750,000). The maximum amount that may be paid as a cash-denominated performance-based award (whether or not cash-settled) for a performance period to any person is ten million dollars ($10,000,000). The maximum fair market value of shares of stock that may be granted under the 2015 Plan in any one fiscal year to any non-employee director is five hundred thousand dollars ($500,000).Performance MeasuresWith respect to Awards that are intended to satisfy the Section 162(m) exception for qualified performance-based compensation, the performance goals upon which the vesting or payment of such Awards may be conditioned will be limited to the following performance measures, with or without adjustment (including pro forma adjustments), as selected by the Compensation Committee: net earnings or net income; operating earnings; pretax earnings; earnings per share; share price, including growth measures and total stockholder return; new unit growth; new unit return on investment; earnings before interest and taxes; earnings before interest, taxes, depreciation, and/or amortization; earnings before interest, taxes, depreciation, and/or amortization as adjusted (“Adjusted EBITDA”) to exclude any one or more of certain items listed in the 2015 Plan (i.e., rent costs; stock-based compensation expense; income from discontinued operations; gain on cancellation of debt; debt extinguishment and related costs; restructuring, separation, and/or integration charges and costs; reorganization and/or recapitalization charges and costs; impairment charges; merger-related events; gain or loss related to investments; sales and use tax settlements; and gain on non-monetary transactions); sales or revenue growth or targets, whether in general or by type of product, service, or customer; gross or operating margins; return measures, including return on assets, capital, investment, equity, sales, or revenue; cash flow, including certain measures listed in the 2015 Plan (i.e., operating cash flow or funds from operations; free cash flow, defined as earnings before interest, taxes, depreciation, and/or amortization (as adjusted to exclude any one or more of the items that may be excluded pursuant to the Adjusted EBITDA performance measure described above) less capital expenditures; levered free cash flow, defined as free cash flowless interest expense; cash flow return on equity; and cash flow return on investment); productivity ratios; costs, reductions in cost, and cost control measures; expense targets; market or market segment share or penetration; financial ratios as provided in credit agreements of the Company and its subsidiaries; working capital targets; completion of acquisitions of businesses or companies; completion of divestitures and asset sales; regulatory achievements or compliance; customer satisfaction measurements; execution of contractual arrangements or satisfaction of contractual requirements or milestones; product development achievements; and any combination of the foregoing business criteria.Performance under any of the performance measures described in the preceding paragraph (a) may be used to measure the performance of (i) the Company and its subsidiaries and other affiliates as a whole, (ii) the Company, any subsidiary, any other affiliate or any combination thereof, or (iii) any one or more business units or operating segments of the Company, any subsidiary, and/or any other affiliate, as the Compensation Committee, in its sole discretion, deems appropriate, (b) may be compared to the performance of one or more other companies or one or more published or special indices designated or approved by the Compensation Committee for such comparison, as the Compensation Committee, in its sole discretion, deems appropriate, and (c) may be stated as a combination of one or more performance goals, and on an absolute or relative basis. addition, the Compensation Committee, in its sole discretion, may select the performance measure described above called “share price, including growth measures and total stockholder return” for comparison to performance under one or more stock market indices designated or approved by the Compensation Committee.Plan BenefitsThe amounts of Awards that may be granted under the 2015 Plan in the future are not determinable as of the date of this proxy statement, as the Compensation Committee or its designee will make these determinations in its discretion in accordance with the termsrequirements of Section 14A of the 2015 Plan. For more informationSecurities Exchange Act of 1934 (the “Exchange Act”), we are presenting this proposal, commonly known as a “say-on-pay” proposal, to provide stockholders the opportunity to vote to approve, on a non-binding advisory basis, the Awards granted tocompensation of our named executive officers as described in 2015, seethis proxy statement.section below entitledlong-term interests of our stockholders. As described under the heading “Executive Compensation—2015 Restricted Stock Unit Awards.Compensation Discussion and Analysis,” For more informationour executive compensation program is designed to attract and retain outstanding executives, to reward them for superior performance and to ensure that compensation provided to them remains competitive. We seek to align the interests of our executives and stockholders by tying compensation to the achievement of key operating objectives that we believe enhance stockholder value over the long term and by encouraging executive share ownership so that a portion of each executive’s compensation is tied directly to stockholder value.Awards granted to our directors in 2015, seefollowing resolution at the section below entitled “2015 Director Compensation.”AmendmentsThe Board may amend, suspend, or terminateAnnual Meeting:2015 Plan at any time, provided that, with respect to Awards granted under the 2015 Plan, no amendment, suspension, or termination of the 2015 Plan will, without the consent of the participant, impair the rights or obligations under any such Award. The effectiveness of any amendmentcompensation paid to the 2015 Plan will be contingent on approvalcompany’s named executive officers, as disclosed pursuant to Item 402 of such amendment by the Company’s stockholders to the extent provided by the Board or required by applicable laws.U.S. Federal Income Tax ConsequencesThe following is a summary of certain U.S. federal income tax consequences of Awards made under the 2015 Plan based upon the laws in effect on the date of this proxy statement. TheRegulation S-K, including Compensation Discussion and Analysis, compensation tables and narrative discussion, is generalhereby APPROVED.doestherefore will not bind us to take into account a number of considerations that may applyany particular action, our Board intends to carefully consider the stockholder vote resulting from the proposal in light ofmaking future decisions regarding the circumstances of a particular participant under the 2015 Plan. The income tax consequences under applicable state and local tax laws may not be the same as those under federal income tax laws. A participant in the 2015 Plan should not rely on this summary and instead should consult his or her own tax advisor.Nonqualified Stock Options. Under current law, the grant of a nonqualified stock option generally will have no federal income tax consequences for the participant or the Company. Upon the exercise of a nonqualified stock option, the participant will recognize ordinary income in an amount equal to the excess of the fair market valuecompensation of our common stock on the exercise date over the exercise price. Generally, the Company will be entitled to a deduction equal to the amountnamed executive officers.· we have an independent chairperson of the BoardBoard;· our Board is not staggered, with each of our directors subject to re-election annually; · our bylaws require that, in an uncontested election, director nominees must be elected by a majority of votes cast; · of the fiveseven persons who serve on our Board, four,six, or 80%86% of our directors, have been determined by us to be independent for purposes of the NYSE’s corporate governance listing standards and Rule 10A-3 under the Exchange Act;· we have determined that onefour of our directors qualifiesqualify as an “audit committee financial expert”experts” as defined by the SEC;· · we have a clawback provision in our equity compensation plan; · we prohibit officers, directors and employees from engaging in short sales and hedging of our securities and from holding our securities in margin accounts or otherwise pledging our securities as collateral; · executives do not receive any perquisites not generally available to all corporate employees; · we retain an independent compensation consultant; · we believe transparency in our business activities is important to our stockholders and we report on acquisitions and dispositions when they occur; · we do not currently provide any acquisition or earnings guidance and instead focus on creating long-term stockholder value; · we do not use corporate funds for political or charitable donations (although we encourage our stockholders to be personally charitable); and · we have opted out of the Maryland business combination and control share acquisition statutes.statutes, and we cannot opt back in without approval of at least a majority in voting power of our outstanding common stock.fiveseven directors. Our charter and bylaws provide that the number of directors constituting our Board may be increased or decreased by a majority vote of our entire Board, provided the number of directors may not be decreased to fewer than one, the minimum number required under the Maryland General Corporate Law nor, unless our bylaws are amended, more than 15 directors.2015,2017, the Board held two meetings, including one meeting on or after November 9, 2015, the effective date of the Spin-Off.ten meetings. Each member of the Board attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served).www.fourcornerspropertytrust.comwww.fcpt.com under Investor Relations — Corporate Governance, as Appendix A to the Nominating and Governance Committee charter.stockholders. Director candidates should be committed tostockholders in a manner consistent with our core values (integrity and fairness, respect and caring, diversity, always learning—always teaching, teamwork and excellence). While the Board does not have a formal diversity policy, the guidelines further provide that the Company strives to maintain a board that reflects the gender, ethnic, racial and possess a wide rangeother diversity of experience inour work force and restaurant guests, and also fosters diversity of thought. The guidelines further note that recruiting, hiring and nurturing the business world. careers of women and minorities and increasing the diversity of our suppliers are top priorities, and that the Company also intends to maintain the diversity of its Board.In identifying or selecting nominees for the Board, the Company’s Corporate Governance Guidelines and related Director Nomination Protocol attached to the charter of ourThe Nominating and Governance Committee providethatalso considers recommendations for director candidates provided by third-party search firms, which the Company seeks board members who will bringretains from time to the board a deeptime, including during 2017 with respect to Messrs. Jemley and wide rangeHirschhorn, to help identify potential candidates.Moody. William H. Lenehan John S. Moody X X (Chair) X Douglas B. Hansen Jr.X X X (Chair) Marran H. Ogilvie X (Chair) X X (Chair) Paul E. Szurek X (Chair) X X X Charles L. Jemley X X Eric S. Hirschhorn X X TheseThe charters for the Audit Committee, Compensation Committee and Nominating and Governance Committee are available on our website atwww.fourcornerspropertytrust.comwww.fcpt.com under Investor Relations — Corporate Governance.· meet periodically with management, the independent auditor and the internal auditor to review the integrity of the Company’s internal controls over financial reporting, including the process for assessing risk of fraudulent financial reporting and detection of material control weaknesses; · review and discuss the Company’s annual audited and quarterly financial statements, including reviewing the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” prior to filing or distribution of the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable; · review with financial management and the independent auditor the Company’s quarterly and year-end financial results prior to the public release of earnings; · review major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls over financial reporting; · directly appoint, retain, compensate, oversee, evaluate and terminate the Company’s independent auditor; · review and discuss with the independent auditor any audit problems or difficulties encountered during the course of the audit and management’s response thereto; · pre-approve all non-audit services to be performed by the independent auditor in accordance with the policy regarding such pre-approval adopted by the Audit Committee; · at least annually, consider the independence of the independent auditor, including a review of any significant engagements of the independent auditor and all other significant relationships with the auditor that could impair its independence, and evaluate the independent auditor’s qualifications, performance and independence; · meet with the independent auditor prior to the audit to review its audit plan, including staffing, the scope of its audit and general audit approach; · oversee our internal audit function, including make certainconfirming that we maintain an internal audit function that reports to the Audit Committee and provides management and the Audit Committee with ongoingassessments of the Company’s risk management process and system of internal control and review any significant reports to management prepared by the internal auditor; and · oversee the Company’s enterprise risk management process. Mr.Ms. Ogilvie and Messrs. Hansen, Jemley, and Szurek isare each an “audit committee financial expert” under applicable SEC rules and regulations. The Audit Committee met twoeight times in 2015.· identify individuals qualified to become members of our Board, consistent with criteria approved by our Board, and recommend to our Board a slate of director nominees for the next annual meeting of stockholders; · oversee the evaluation process of the Board and provide advice regarding Board succession; · recommend to the Board membership for each committee of the Board; · provide oversight of the risks associated with the Nominating and Governance Committee’s other purposes and responsibilities; · review the appropriate size, function and needs of the Board; · annually review the composition of the Board for skills and characteristics focused on the governance and business needs and requirements of the Company and the qualifications and independence of the members of the Board and its various committees; and · recommend to our Board certain corporate governance matters and practices. one timesix times in 2015.· annually review and approve corporate goals and objectives relevant to the President and Chief Executive Officer’s compensation, evaluate the President and Chief Executive Officer in light of those goals and objectives and make recommendations to the other independent directors who will, together with the Compensation Committee, determine and approve the President and Chief Executive Officer’s compensation; · review and approve compensation of and compensation policy for the executive officers; · annually review and approve the objective performance measures and the performance targets for executive officers participating in the Company’s long-term incentive plans and certify the performance results under such measures and targets; · review and make recommendations to our Board, as appropriate, regarding employment agreements, severance arrangements and plans and change in control arrangements for the President and Chief Executive Officer and executive officers; · to the extent required, review and discuss the Company’s compensation discussion and analysis (“CD&A”) with management and make recommendations to the Board regarding whether to include such CD&A in the Company’s proxy statement and Annual Report on Form 10-K; · to the extent required, prepare the compensation committee report for inclusion in the Company’s proxy statement; · review the results of any stockholder advisory vote on compensation; · oversee the annual review of our compensation policies and practices for all employees; · provide oversight of risks associated with the Compensation Committee’s responsibilities under its charter; and · administer, or delegate, as appropriate, our various employee benefit programs. Beginning in 2016, theThe Chief Executive Officer provides recommendations to the Compensation Committee on the compensation for each executive officer other than himself. The Chief Executive Officer does not make recommendations with respect to his own compensation. The Chief Executive Officer’s recommendations for the other executive officers are based on his personal review of their performance, job responsibilities and importance to our overall business strategy. Although the Chief Executive Officer’s recommendations are given significant weight, the Compensation Committee retains full discretion when determining compensation for all executive officers.Plan.Omnibus Incentive Plan, as amended (the “2015 Plan”). The Compensation Committee delegated such authority with respect to non-executive officers to our President and Chief Executive Officer in February 2016. The Compensation Committee has the power under its charter to delegate its authority to subcommittees if determined by the Compensation Committee to be necessary or advisable. The Compensation Committee has not delegated its authority to subcommittees.2015,2017, the Compensation Committee engaged the services of Semler Brossy Consulting Group (“Semler Brossy”), an executive compensation consultant, to provide advice and counsel in carrying out its duties. Semler Brossy provided the Compensation Committee with market data on executive pay practices and levels, and provided recommendations regarding the structure of executive employment arrangements, pay opportunities and equity based incentives.twosix times in 2015.· adopt investment policies for the Company and review such policies to determine that such policies are in the best interests of the Company’s stockholders; · review information provided by management regarding certain potential acquisitions, dispositions, significant lease extensions, significant capital investments and real estate financing arrangements, and convene with management as needed to discuss and assess such opportunities; · when appropriate, after review of management’s proposal, recommend to the Board approval of certain proposed acquisitions, dispositions, significant lease extensions, significant capital investments or real estate financing arrangements, provided always that such transaction falls within the Company’s strategy (previously approved by the Board) or, if not, the Investment Committee should explain the exception within their recommendation; · review and provide oversight regarding the management and performance of the Company’s assets; and · evaluate the investment performance of the Company’s portfolio based on benchmarks that the Board or the Investment Committee may select. one timeseven times in 2015 and expects to meet approximately monthly in 2016.www.fourcornerspropertytrust.com.controllerchief accounting officer and our other officers. The Code of Business Conduct and Ethics sets forth our policy to operate within the letter and spirit of all applicable laws and regulations, while conducting our business with regard to our core values of integrity and fairness, respect and caring, diversity, teamwork and excellence. A copy of the Code of Business Conduct and Ethics is available on our website atwww.fourcornerspropertytrust.comwww.fcpt.com under Investor Relations — Corporate Governance. We intend to disclose any changes in or waivers from the Code of Business Conduct and Ethics that are required to be disclosed by posting such information on our website.We have notAll five directors serving as of June 16, 2017 attended the virtual 2017 Annual Meeting of stockholders held an annual stockholder meeting since the completion of the Spin-Off in November 2015.presentation and integritypresentation of the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and the integrity of the reporting process, including the Company’s accounting policies, internal audit function, internal control over financial reporting and disclosure controls and procedures. KPMG LLP, the Company’s independent registered public accounting firm, is responsible for performing an audit of the Company’s financial statements.2015,2017, the Audit Committee (i) reviewed and discussed with management our audited consolidated financial statements as of December 31, 2015,2017, and for the year then ended; (ii) discussed with KPMG LLP, the independent auditors, the matters required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16,Communications with Audit Committees; (iii) received the written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the Audit Committee regarding independence; and (iv) discussed with KPMG LLP their independence.2015, for filing with the Securities and Exchange Commission. ChairpersonDouglas B. Hansen, Jr.John S. MoodySecurities Exchange Act of 1934, as amended, that might incorporate SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.On December 23, 2015, the Board approved the director compensation policy. overinstallments. The Compensation Committee also determined that annual awards of RSUs will be granted to directors each calendar year on the date of our annual meeting of stockholders, commencing with the 2018 meeting, instead of in December of each calendar year. In connection with this modification, the Compensation Committee granted a one-year period.pro-rated annual award of RSUs to each non-employee director on December 12, 2017, in respect of his or her service for the period from December 23, 2017 through the date of our 2018 annual meeting of stockholders, as described below in the section entitled “Equity Awards Granted to Directors in 2017.” Each new member of the Board, upon being appointed to the Board, shall receive an award of RSUs prorated to the annual grant date of the director awards.quarterly over a one-year period.on the first anniversary of the applicable grant date. The chairpersons of the Audit Committee, Compensation Committee, Nominating and Governance Committee and Investment Committee of the Board will receive additional annual cash retainers as follows: $15,000 to the Chairperson of the Audit Committee; $10,000 to the Chairperson of the Compensation Committee; and $7,500 to each of the Chairperson of the Nominating and Governance Committee and the Investment Committee, in each case payable in quarterly installments, in arrears.Intheirhis appointment to the Board on such date, with such award representing the pro-rated annual equity award component of his annual director compensation. This award vested on December 23, 2017 and was settled in accordanceshares of our common stock.compensation policy,compensation. This award was scheduled to vest in quarterly installments over a one-year period. In November 2017, the Compensation Committee approvedadjusted the vesting schedule of this award to align it with the vesting schedule of RSUs held by our other non-employee directors. Accordingly, this award vested on December 23, 2015 grants2017 and was settled in shares of 2,778 RSUs to each of theour common stock.an additional grantGovernance Committee adopted a Director Stock Ownership Policy in 2017 that applies to all of 1,068 RSUsour non-employee directors. Pursuant to Mr. Moody as Chairpersonsuch policy, each non-employee director is required to own shares of our common stock or common stock equivalents that have a market value equal to at least $400,000. Each director is required to retain 75% of net shares (after payment of applicable taxes) received by the Board (the “Director Awards”). The director from any equity award until the applicable stock ownership requirement is achieved.paid during 2015 toearned in 2017 by non-employee directors who served on the Board during the year. The compensation paid to Mr. Lenehan is presented below in the section entitled “Executive Compensation—20152017 Summary Compensation Table.”. Mr. Lenehan does not receive any compensation for his services as a member of the Board. Fees Earned
or Paid
in Cash ($) Stock
Awards ($)(1) Total ($) John S. Moody 21,250 90,000 111,250 Douglas B. Hansen, Jr. 14,375 65,000 79,735 Marran H. Ogilvie 14,375 65,000 79,735 Paul E. Szurek 16,250 65,000 81,250 Name Total ($) John S. Moody 85,000 43,154 128,154 Douglas B. Hansen 57,500 31,178 88,678 Eric S. Hirschhorn 12,500 40,623 53,123 Charles L. Jemley 25,000 64,482 89,482 Marran H. Ogilvie 72,500 31,178 103,678 Paul E. Szurek 50,000 31,178 81,178 (1) Amounts reported in fiscal 2015(1) Amounts reported in fiscal 2017 include the aggregate grant date fair value of the RSUs granted to the non-employee directors in 2017, each calculated in accordance with FASB ASC Topic 718. The grant date fair value of the RSUs granted to the non-employee directors on December 12, 2017 ($43,154 for Mr. Moody and $31,178 for each other non-employee director) is equal to the number of RSUs granted to the director (1,672 for Mr. Moody and 1,208 for each other director) multiplied by the closing market price of our common stock on the date of grant ($25.81). The grant date fair value of the RSUs granted to Mr. Hirschhorn on November 9, 2017 ($9,445) is equal to the number of RSUs granted to him (362) multiplied by the closing market price of our common stock on the date of grant ($26.09). The grant date fair value of the RSUs granted to Mr. Jemley on September 14, 2017 ($33,304) is equal to the number of RSUs granted to him (1,305) multiplied by the closing market price of our common stock on June 28, 2017, which is the date of Mr. Jemley’s appointment to our Board ($25.52). As of December 31, 2017, the non-employee directors held the following number of RSUs: Mr. Moody, 1,672 RSUs; Mr. Hansen, 1,208 RSUs; Mr. Hirschhorn, 1,208 RSUs; Mr. Jemley, 1,208 RSUs; Ms. Ogilvie, 9,142 RSUs; and Mr. Szurek, 9,142 RSUs. Name NamePosition With the Company Age William H. Lenehan President and Chief Executive Officer 3941 Gerald R. Morgan Chief Financial Officer 5355 James L. Brat General Counsel and Secretary 4548 “Proposal“Proposal One: Election of Directors—Directors”Directors” starting on page 5 for information regarding William H. Lenehan.· · Increased dividends by over 13% to $1.10 per share per year; · Achieved an investment grade rating of BBB- from Fitch Ratings; · Continued to develop the acquisition team’s capabilities through training and recruiting; · Fostered a team-oriented culture that we believe will provide a competitive advantage over the long term; · Conducted significant investor outreach, which resulted in a stockholder base that is consistent with a large-cap REIT and supportive of an advantageous cost of capital; · Disposed of three restaurant properties for a gross sales price of $16.1 million, representing a weighted average capitalization rate of 4.9%, and used the proceeds in 1031 Exchanges to acquire multiple restaurants with going-in cash capitalization rates of 6.7-7.4%; · Tightly managed overhead costs resulting in industry low whole-dollar general and administrative expenses that were below budget; · Entered into a definitive agreement to acquire 41 restaurant properties from Washington Prime Group Inc. (“WPG”) for a purchase price of approximately $67.2 million cash, consisting entirely of outparcels to WPG properties located in Colorado, Connecticut, Florida, Illinois, Indiana, Iowa, Maryland, New Jersey, Ohio, Pennsylvania, Texas and Virginia. We closed on the purchase of the first 10 properties in January 2018; · Engaged in 10 acquisition transactions for a total investment of $98.6 million in our leasing portfolio representing 43 properties and 9 brands, including Bob Evans, Burger King, Red Lobster, Taco Bell and Buffalo Wild Wings; and · Sold 1,347,010 shares under the At-The-Market (ATM) program at a weighted-average selling price of $24.35 per share, for net process of approximately $32.3 million, after issuance costs, which we employed to fund acquisitions and for general corporate purposes. 1. Attract and engage effective executive officers who create long-term value for our stockholders; 2. Align the long-term interests of our executive officers with the interests of the Company and our stockholders; 3. Reward financial and operating performance and leadership excellence; and 4. Motivate executives to remain at the Company for the long-term. accordancecomparison with SEC rules,our peers, the tablestarget mix for fiscal 2017 resulted in the cash portion of the compensation being more modest and the equity portion of the total compensation being more performance-based.set forthare certain compensation practices that we have used and others that we have avoided because we believe doing so is in the best interests of our stockholders:· · · · · · · · · 2015 compensation of and compensation policy for our other named executive officers and evaluates the performance of such officers before approving their annual base salary level, annual cash bonus opportunity level, and long-term incentive compensation. 2016 Base Salary 2017 Base Salary Percent Change William H. Lenehan $ 475,000 $ 500,000 5.3 % Gerald R. Morgan $ 340,000 $ 357,000 5.0 % James L. Brat $ 275,000 $ 288,750 5.0 % Performance Category 50% 75% 30% 45% 20% 30% Total 100% 150% (1) (2) (3) 2017 Base Salary 2018 Base Salary Percent Change William H. Lenehan $ 500,000 $ 525,000 5.0 % Gerald R. Morgan $ 357,000 $ 375,000 5.0 % James L. Brat $ 288,750 $ 300,000 3.9 % yearyears ended December 31, 2017, 2016 and 2015.Name and
Principal Position Year Salary ($) Bonus
($)(1) Stock
Awards
($)(2)
incentive plan
compensation
($)(3) All Other
Compensation
($)(4) Total
($) William H. Lenehan, President and Chief Executive Officer 2015 180,040 — 650,000 175,486 — 1,005,526 Gerald R. Morgan, Chief Financial Officer 2015 93,563 — 185,000 55,250 20,034 353,847 James L. Brat, General Counsel and Secretary 2015 40,772 10,000 100,000 23,375 5,000 179,147 Year 2017 500,000 — 1,948,782 687,500 10,800 3,147,082 2016 475,000 — 1,767,098 498,750 14,418 2,755,266 2015 180,040 — 650,000 175,486 — 1,005,526 2017 357,000 — 577,662 319,069 10,040 1,263,771 2016 340,000 — 522,754 232,050 3,609 1,098,413 2015 93,563 — 185,000 55,250 20,034 353,847 2017 288,750 — 313,205 238,219 10,426 850,600 2016 275,000 — 282,756 173,250 11,004 742,010 2015 40,772 10,000 100,000 23,375 5,000 179,147 (1)Represents $10,000 gross cash sign-on bonus. See “—Letter Agreements with Named Executive Officers—Agreement with James L. Brat.”(2)(1) Represents $10,000 gross cash sign-on bonus pursuant to Mr. Brat’s letter agreement with the Company. (2) Amounts reported in fiscal 2015 include the aggregate grant date fair value of the time-based restricted stock and performance-based restricted stock awards granted to the named executive officers on March 9, 2017, each calculated in accordance with FASB ASC Topic 718. The grant date fair value of the time-based restricted stock award granted to Messrs. Lenehan, Morgan and Brat ($560,006, $165,989 and $90,009, respectively) is equal to the average closing price of our common stock for the five consecutive trading days ending on the grant date ($21.62) multiplied by the number of shares of restricted stock granted to each executive (25,907, 7,679 and 4,164, respectively).RSUsperformance-based restricted stock award granted to each executive is as follows: Mr. Lenehan - $1,388,776; Mr. Morgan - $411,673; and Mr. Brat - $223,196. The grant date fair value of each performance-based restricted stock award was estimated on the named executive officer in 2015, each calculated in accordance with FASB ASC Topic 718.grant date using a Monte Carlo Simulation Model and assumes that the maximum level of performance will be achieved, as such level of achievement represents the probable outcome of the applicable performance measure as of the grant date. More information on the assumptions made when calculating the grant date fair valuevalues of the RSUsperformance-based restricted stock awards is found in Note 911 (Stock-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2015.2017.(3) Amounts include the aggregate grant date fair value of the time-based restricted stock and performance-based restricted stock awards granted to Mr. Lenehan on February 8, 2016 and to Messrs. Morgan and Brat on February 3, 2016, each calculated in accordance with FASB ASC Topic 718. The grant date fair value of the time-based restricted stock award granted to Mr. Lenehan ($500,004) is equal to the average closing price of our common stock for the five consecutive trading days ending on the grant date ($16.32) multiplied by the number of shares of restricted stock granted to him (30,630). The grant date fair value of the time-based restricted stock award granted to each of Messrs. Morgan and Brat ($147,994 and $80,004, respectively) is equal to the average closing price of our common stock for the five consecutive trading days ending on the grant date ($16.85) multiplied by the number of shares of restricted stock granted to each executive (8,783 and 4,748, respectively). (3)Amounts reported in fiscal 2015 reflect cash incentive awards earned by our named executive officers under the annual incentive plan. These awards were based on pre-established, performance-based targets, the outcomeCompensation Committee, and the independent directors of the Board with respect to Mr. Lenehan only, approved on December 23, 2015 grants of 31,538 RSUs to Mr. Lenehan, 8,976 RSUs to Mr. Morgan and 4,852 RSUs to Mr. Brat (the “Spin-Off Awards”). The Spin-Off Awards were granted pursuant to the terms of the letter agreements between the Company and each named executive officer, which are discussed below in the section entitled “—Letter Agreements with Named Executive Officers,” and made in connection with each executive’s efforts through the completion of the Spin-Off. The number of RSUs awarded was determined by dividing thegrant date fair value of the performance-based restricted stock award granted to each executive is as follows: Mr. Lenehan - $1,267,094; Mr. Morgan - $374,760; and Mr. Brat - $202,753. The grant date fair value of RSUs set forth ineach performance-based restricted stock award was estimated on the letter agreements with eachgrant date using a Monte Carlo Simulation Model and assumes that the maximum level of performance will be achieved, as such level of achievement represents the probable outcome of the executives, being $650,000applicable performance measure as of the grant date. More information on the assumptions made when calculating the grant date fair values of the performance-based restricted stock awards is found in Note 11 (Stock-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2016.(4) Amounts include the aggregate grant date fair value of the restricted stock units granted to the named executive officers in 2015, each calculated in accordance with FASB ASC Topic 718. More information on the assumptions made when calculating the grant date fair value of the restricted stock units is found in Note 9 (Stock-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2015. (5) $185,000$11,050 for Mr. Morgan and $100,000$8,250 for Mr. Brat, by the average closing price of the Company’s common stock during the five consecutive trading day period beginning on November 10, 2015, the date that the Company’s common stock began trading on the NYSE. The Spin-Off Awards were issued under the 2015 Plan.Each Spin-Off Award will fully vest on the third anniversary of the grant date, subjectBrat) was paid to the executive’s continued employment onexecutive in the vesting date. In addition, the RSUs will becomeform of fully vested if (i) within two years after a “change in control” (as defined in the 2015 Plan), the Company terminates the executive’s employment for any reason other than “cause” (as defined in the 2015 Plan), death or “disability” (as defined in the applicable awardagreement), or the executive terminates his employment for “good reason” (as defined in the applicable award agreement), or (ii) the executive dies or becomes disabled prior to vesting.Letter Agreements with Named Executive OfficersAgreement with William H. LenehanOn August 12, 2015, we entered into an agreement with William H. Lenehan for the position of Chief Executive Officer, effective August 17, 2015.In connection with Mr. Lenehan’s appointment as Chief Executive Officer, Mr. Lenehan initially received an annual base salary of $475,000. Mr. Lenehan was also entitled to receive, and was awarded, a one-time award of $650,000 in RSUs, discussed above in the section entitled “—2015 Restricted Stock Unit Awards.” Mr. Lenehan is eligible for an annual incentive target of 100% of his annual base salary and a long-term incentive equity award with a target value of $1,250,000, discussed below under “—2016 Long-Term Incentive Awards.”The agreement provides that if Mr. Lenehan’s employment is involuntarily terminated not for cause or voluntarily terminated for good reason by Mr. Lenehan, Mr. Lenehan will be eligible to receive severance of 18 months of base salary and health care benefits coverage at the same level provided to Mr. Lenehan during the 90-day period prior to his termination.The agreement provides that Mr. Lenehan will be covered under a change in control agreement with us, which has not yet been adopted but is expected to provide Mr. Lenehan with severance equal to two times his annual base salary and target bonus plus 24 months of health care benefits in the event he experiences a qualifying termination of his employment within a specified period following a change in control (which term will be defined in the change in control agreement).Agreement with Gerald R. MorganOn September 21, 2015, we entered into an agreement with Gerald R. Morgan for the position of Chief Financial Officer, effective September 22, 2015. In connection with Mr. Morgan’s appointment as Chief Financial Officer, Mr. Morgan initially receives an annual base salary of $340,000. Mr. Morgan was also entitled to receive, and was awarded, a one-time award of $185,000 in RSUs, discussed above in the section entitled “—2015 Restricted Stock Unit Awards.” In addition, Mr. Morgan will be eligible for an annual incentive target of 65% of his annual base salary and a long-term incentive equity award with a target value of $370,000, discussed below under “—2016 Long-Term Incentive Awards.”The agreement provides that if Mr. Morgan’s employment is involuntarily terminated not for cause or voluntarily terminated by Mr. Morgan for good reason, Mr. Morgan will be eligible for severance of continued base salary and health care benefits coverage at the same level provided to Mr. Morgan during the 90-day period prior to his termination, in each case for a period of time to be determined by the policy in place at time of his termination.The agreement provides that Mr. Morgan will receive reimbursement for relocation expenses, with the total reimbursed expenses not to exceed $30,000.The agreement provides that Mr. Morgan will be covered under a change in control agreement with us, which has not yet been adopted but is expected to provide Mr. Morgan with severance equal to 1.5 times his annual base salary and target bonus plus 18 months of health care benefits in the event he experiences a qualifying termination of employment within a specified period following a change in control (which term will be defined in the change in control agreement).Agreement with James L. BratOn September 17, 2015, we entered into an agreement with James L. Brat for the position of General Counsel, with an effective date as of November 9, 2015.In connection with Mr. Brat’s appointment as General Counsel, Mr. Brat initially receives an annual base salary of $275,000. On his start date, Mr. Brat was entitled to receive a cash sign-on bonus of $10,000. Mr. Brat was also entitled to receive, and was awarded, a one-time award of $100,000 in restricted stock units, discussed above in the section entitled “2015 Restricted Stock Unit Awards.” In addition, Mr. Brat will be eligible for an annual incentive target of 60% of his annual base salary and long-term incentive equity award with a target value of $200,000, discussed below under “—2016 Long-Term Incentive Awards.”The agreement provides that if Mr. Brat’s employment is involuntarily terminated not for cause or Mr. Brat voluntarily terminates his employment for good reason, Mr. Brat will be eligible for severance of continued base salary and health care benefits coverage at the same level provided to Mr. Brat during the 90-day period prior to his termination of employment, in each case for a period of time to be determined by our policy in place at time of his termination.The agreement provides that Mr. Brat will receive reimbursement for expenses associated with the movement of or storage of household goods, with the total reimbursed expenses not to exceed $5,000.The agreement provides that Mr. Brat will be covered under a change in control agreement with us, which has not yet been adopted but is expected to provide Mr. Brat with severance equal to 1.5 times his annual base salary and target bonus plus 18 months of health care benefits in the event he experiences a qualifying termination of employment within a specified period following a change in control (which term will be defined in the change in control agreement).Outstanding Equity Awards at Fiscal Year EndThe following table sets forth the outstanding equity awards for each named executive officer as of December 31, 2015. Stock Awards Name Number of
Shares or Units
of Stock That
Have Not Vested
(#)(1) Market Value of
Shares or Units
of Stock That
Have Not Vested
($)(2) Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#) Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($) William H. Lenehan 31,538 761,958 — — Gerald R. Morgan 8,976 216,860 — — James L. Brat 4,852 117,224 — — (1)Reflects the Spin-Off Awards of RSUs granted to the executives on December 23, 2015. Each Spin-Off Award will fully vest on December 23, 2018, the third anniversary of the grant date, subject to the executive’s continued employment on the vesting date. See the section above entitled “2015 Restricted Stock Unit Awards” for additional information about the Spin-Off Awards.(2)Amounts reported are based on the closing market priceshares of our common stock as of December 31, 2015.2016 Long-Term Incentive AwardsIn February 2016, each named executive officer was granted an annual long-term incentive award for calendar year 2016, as described below, pursuant toat the terms of his letter agreement with the Company. Each executive’s long-term incentive award for 2016 was granted 60% in the form of performance-based restricted stock and 40% in the form of time-based restricted stock. The Compensation Committee does not currently anticipate granting additional equity awards to the named executive officers in 2016.On February 3, 2016, the Compensation Committee approved the following annual long-term incentive awards to the named executive officers: Mr. Lenehan, 30,630 shares of time-based restricted stock and a target award of 45,945 shares of performance-based restricted stock; Mr. Morgan, 8,783 shares of time-based restricted stock and a target award of 13,175 shares of performance-based restricted stock; and Mr. Brat, 4,748 shares of time-based restricted stock and a target award of 7,122 shares of performance-based restricted stock. Mr. Lenehan’s awards were made subject to the approvalelection of the independent directors of the Board. Such approval was obtained and the awardsCompany, which were grantedissued to each executive on February 8, 2016.March 9, 2017 under our 2015 Plan. The total number of shares of restricted stock awardedissued to each executive (1,099 to Mr. Lenehan; 511 to Mr. Morgan; and 382 to Mr. Brat) was determined by dividing the target value of the annual long-term incentive award set forth in the letter agreement with each of the executives, being $1,250,000 for Mr. Lenehan, $370,000 for Mr. Morgan and $200,000 for Mr. Brat, bybased on the average closing price of the Company’s common stock for the five consecutive trading days ending on such date.applicable grant date. annual incentive target percentage of base salary outlined in each executive’s letter agreement with the Company, prorated for each executive’s service during fiscal 2015.(6) Amounts consist of company contributions to 401(k) plans and, in fiscal year 2015, relocation expenses paid to Mr. Morgan in the amount of $20,034 and to Mr. Brat in the amount of $5,000. were issuedto our named executive officers during the fiscal year ended December 31, 2017. Name William H. Lenehan — 500,000 750,000 3/9/2017 19,430 38,860 77,720 1,388,776 3/9/2017 25,907 560,006 Gerald R. Morgan — 232,050 348,075 3/9/2017 5,760 11,519 23,038 411,673 3/9/2017 7,679 165,989 James L. Brat — 173,250 259,875 3/9/2017 3,123 6,245 12,490 223,196 3/9/2017 4,164 90,009 (1) (2) These amounts represent potential payouts of performance-based restricted stock awards granted under our 2015 Plan, which vest based on the achievement of a performance measure over a three-year performance period commencing on January 1, 2017 and ending on December 31, 2019. (3) These amounts represent time-based restricted stock awards granted under our 2015 Plan, which vest in equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continuous employment with the Company through the applicable vesting date. (4) The grant date fair values were computed in accordance with FASB ASC Topic 718. The grant date fair value of each performance-based restricted stock award was determined based on the assumption that the maximum level of performance will be achieved, as such level of achievement represents the probable outcome of the applicable performance measure as of the grant date. Plan.vestin 2017 (the “Target Shares”) become vested based on the Company’s achievement of a performance measure approved by the Compensation Committee over a three-year performance period.period commencing on January 1, 2017 and ending on December 31, 2019 (the “Performance Period”). The performance measure is the Company’s total stockholder return (“TSR”) relative to the TSRs of the companies in a comparison group selected by the Compensation Committee. Each executive will become vested in between zero0% and 200% of the target number of shares granted to him,his Target Shares, based on the achievement of the applicable performance measure, asmeasure. After the Company’s TSR percentile is determined, the number of shares of restricted stock that vest will be determined by multiplying the executive’s Target Shares by the applicable percentage listed in the table below. If more than 100% of the Target Shares become vested, then the executive will be issued additional shares (the “Additional Shares”) on the date on which the Compensation Committee which is based oncertifies the Company’s total shareholder return relative to a peer group selected by the Compensation Committee. The peer group consistslevel of achievement of the following companies:·Maximum (75th Percentile) 200% Target (50th Percentile) 100% Threshold (33rd Percentile) 50% Below Threshold (<33rd Percentile) 0% (1) The comparison group consists of the following companies: Agree Realty Corp. ·, EPR Properties, ·Gaming & Leisure Properties, Inc. ·, Gladstone Commercial Corp. ·, Global Net Lease, Inc. ·, Gramercy Property Trust, ·Lexington Realty Trust, ·Monmouth Real Estate Investment Corp. ·, National Retail Properties, Inc. ·, One Liberty Properties, Inc. ·, Realty Income Corp. ·, Select Income REIT, ·Spirit Realty Capital, Inc. ·, Store Capital Corp. and VEREIT, Inc. (2) To the extent performance falls between two levels in the table above, linear interpolation will apply in determining the percentage of the Target Shares that vest. thean executive must remain employed through the end of the performance periodPerformance Period in order to vest in any of his shares. If the executive’s employment is terminated by the Company for cause following the end of the performance periodPerformance Period and prior to the date on which the Compensation Committee certifies the level of achievement of the performance measure, then the executive will forfeit all of his shares.shares,Target Shares, if any, and will be issued the number of Additional Shares, if any, determined following the end of the performance periodPerformance Period based on actualover the performance period, provided that the number of shares that vest will be pro-ratedin each case on a pro rata basis, determined based on the number of full months that the executive was employed by the Company during the performance periodPerformance Period through his date of termination. If, within two years after the date of the consummation of a change in control, the executive’s employment is terminated by the Company for any reason other than cause, death or disability, or the executive resigns for good reason, then the executive will become immediately vested in the number of shares,Target Shares, if any, and will be issued the number of Additional Shares, if any, determined based on actual performance measured through the date of the change in control. If the executive dies or becomes disabled prior to the vesting of the shares,Target Shares, the executive will become immediately vested in 100% of the shares granted to him on the grant date.The award agreements for the performance-based restricted stock and the time-based restricted stock each provide thathis Target Shares. and other distributions paid with respect to the Target Shares will be reinvested in additional shares granted to the executive on the grant dateof stock, which will be subject to the same vesting, terms asforfeiture and other provisions that apply to the sharesunderlying Target Shares.paideligible to receive severance of 18 months of base salary and health care benefits coverage at the same level provided to Mr. Lenehan during the 90-day period prior to his termination.executiveagreement, Mr. Morgan is eligible for an annual incentive target of 65% of his annual base salary. The agreement provides that if Mr. Morgan’s employment is involuntarily terminated by the Company not for cause or voluntarily terminated by Mr. Morgan for good reason, Mr. Morgan will be eligible for severance of continued base salary and health care benefits coverage at the same level provided to Mr. Morgan during the 90-day period prior to his termination, in each case for a period of time to be determined by our policy in place at time of his termination.extentagreement, Mr. Brat is eligible for an annual incentive target of 60% of his annual base salary. The agreement provides that if Mr. Brat’s employment is involuntarily terminated not for cause or Mr. Brat voluntarily terminates his employment for good reason, Mr. Brat will be eligible for severance of continued base salary and health care benefits coverage at the same level provided to Mr. Brat during the 90-day period prior to his termination of employment, in each case for a period of time to be determined by our policy in place at time of his termination. Stock Awards Name Date of Grant William H. Lenehan 3/9/2017 25,907(3 ) 665,810 77,720 1,997,404 2/8/2016 20,420(3 ) 524,794 91,890 2,361,573 12/23/2015 31,538(4 ) 810,527 Gerald R. Morgan 3/9/2017 7,679(3 ) 197,350 23,038 592,077 2/3/2016 5,855(3 ) 150,482 26,350 677,195 12/23/2015 8,976(4 ) 230,683 James L. Brat 3/9/2017 4,164(3 ) 107,015 12,490 320,993 2/3/2016 3,165(3 ) 81,349 14,244 366,071 12/23/2015 4,852(4 ) 124,696 (1) Amounts reported are based on the closing market price of our common stock on December 29, 2017 ($25.70). (2) These awards consist of shares of performance-based restricted stock, which vest based on the achievement of a performance measure over a three-year performance period commencing on January 1, 2017 and ending on December 31, 2019 (with respect to the awards granted in 2017), or January 1, 2016 and ending on December 31, 2018 (with respect to the awards granted in 2016). The number in the table reflects the number of shares of restricted stock that the executive will earn based on achieving the maximum level of performance. The level of achievement assumed for each award is the next higher performance level (i.e., target or maximum) that exceeds the actual performance level achieved in respect of each award calculated as of December 31, 2017, in accordance with SEC rules. The number of shares of restricted stock, if any, that will be earned by the executive will depend on the actual performance level achieved by the Company for the applicable three-year performance period. (3) These awards consist of shares of time-based restricted stock, which vest in equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continued employment with the Company through the applicable vesting date. (4) These awards consist of restricted stock units, which vest on December 23, 2018, subject to the executive’s continued employment on the vesting date. Stock Awards Name William H. Lenehan 10,210 217,881 Gerald R. Morgan 2,927 62,462 James L. Brat 1,582 33,760 (1) Reflects shares of time-based restricted stock that vested on February 8, 2017 (for Mr. Lenehan) or February 3, 2017 (for Messrs. Morgan and Brat). (2) The value realized upon vesting equals the closing market price of our common stock on the date of vesting ($21.34) multiplied by the number of shares that vested. Name William H. Lenehan Termination Without Cause or for Good Reason 750,000 2,481,121 22,557 3,253,677 Termination Without Cause or for Good Reason After a Change in Control — 3,398,639 — 3,398,639 Termination following Death or Disability — 3,398,639 — 3,398,639 Gerald R. Morgan Termination Without Cause or for Good Reason — 715,935 — 715,935 Termination Without Cause or for Good Reason After a Change in Control — 985,177 — 985,177 Termination following Death or Disability — 985,177 — 985,177 James L. Brat Termination Without Cause or for Good Reason — 387,303 — 387,303 Termination Without Cause or for Good Reason After a Change in Control — 533,182 — 533,182 Termination following Death or Disability — 533,182 — 533,182 (1) Mr. Lenehan’s letter agreement with the Company provides that if his employment is involuntarily terminated by the Company not for cause or voluntarily terminated by Mr. Lenehan for good reason, he will be eligible to receive 18 months of base salary. (2) Our restricted stock unit, time-based restricted stock and performance-based restricted stock award agreements provide that if an executive’s employment is terminated by the Company for any reason other than cause, death or disability, or the executive resigns for good reason, in each case within two years after a change in control, then the executive will become immediately vested in all of his units or shares, as applicable. The performance-based restricted stock awards will vest based on actual performance through the date of the change of control. We have assumed for purposes of the table above that performance will be achieved at the target level. The award agreements also provide that if the executive dies or becomes disabled prior to the vesting of the units or shares, as applicable, then he will become immediately vested in all of his units or shares, as applicable (with respect to the performance-based restricted stock award, 100% of the target shares will vest). vest.(3) Mr. Lenehan’s letter agreement with the Company provides that if his employment is involuntarily terminated by the Company not for cause or voluntarily terminated by Mr. Lenehan for good reason, he will be eligible to receive 18 months of health care benefits coverage at the same level provided to him during the 90-day period prior to his termination. 19, 201618, 2018 with respect to the beneficial ownership of our common stock by (i) each person who beneficially holds more than 5% of the outstanding shares of our common stock based solely on our review of SEC filings; (ii) each director or director nominee; (iii) each named executive officer listed in the table titled “2015“2017 Summary Compensation Table” above; and (iv) all directors and executive officers as a group.19, 201618, 2018 are included as outstanding and beneficially owned for that person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. Shares of
Common Stock
Beneficially Owned Percent of
Outstanding
Common Stock (1) Beneficial holders of 5% or more of our common stock: The Vanguard Group (2) 6,398,137 10.7 % Route One Investment Company, L.P. (3) 3,464,907 5.8 % BlackRock, Inc. (4) 3,385,740 5.7 % Named Executive Officers, Directors and Director Nominees:
William H. Lenehan 72,592 * John S. Moody 17,924 * Douglas B. Hansen, Jr. 17,110 * Marran H. Ogilvie 9,327 * Paul E. Szurek 8,839 * Gerald R. Morgan 30,799 * James L. Brat 7,436 * All current executive officers and directors as a group (7 persons) 164,027 * Name of Beneficial Owner Beneficial holders of 5% or more of our common stock: BlackRock, Inc. (2) 9,536,390 15.5 % The Vanguard Group (3) 7,983,103 13.0 % Vanguard Specialized Funds (4) 4,120,081 6.7 % Cohen & Steers, Inc. (5) 4,005,081 6.5 % Named Executive Officers, Directors and Director Nominees: William H. Lenehan 81,294 * John S. Moody 27,269 * Douglas B. Hansen 23,861 * Marran H. Ogilvie (6) 16,559 * Paul E. Szurek (7) 17,273 * Charles L. Jemley 2,565 * Eric S. Hirschhorn 1,599 * Gerald R. Morgan 31,005 * James L. Brat 9,067 * All current executive officers and directors as a group (9 persons) 210,491 * (1) (1) The percentage of beneficial ownership shown in the following table is based on 61,391,187 outstanding shares of common stock as of April 18, 2018. (2) (3) Based solely on an amendment to Schedule 13G filed with the SEC on February 9. 2018. The Vanguard Group has sole voting power with respect to 173,618 shares, shared voting power with respect to 98,931 shares, sole dispositive power with respect to 7,784,680 shares and shared dispositive power with respect to 198,423 shares. The Vanguard Group has indicated that it filed the Schedule 13G on behalf of the following subsidiaries: Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. (4) Based solely on an amendment to Schedule 13G filed with the SEC on February 2, 2018. Vanguard Specialized Funds has sole voting power with respect to 4,120,345 shares. The address of Vanguard Specialized Funds is 100 Vanguard Blvd., Malvern, PA 19355. (5) (6) Includes 9,360 vested RSUs (together with their respective vested Dividend Equivalent Units) that Ms. Ogilvie has elected to defer payment of until her separation from service with the Board in accordance with the Company’s director compensation policy. (7) Includes 9,360 vested RSUs (together with their respective vested Dividend Equivalent Units) that Mr. Szurek has elected to defer payment of until his separation from service with the Board in accordance with the Company’s director compensation policy. year.transaction.Ourtransaction. Our policy requires any director who may be interested in an interested transaction to recuse himself or herself from any consideration of such transaction. If an Interestedinterested transaction will be ongoing, the Board may establish guidelines for the Company’s management to follow in its dealings with the related party.We entered intotriple net leases with Darden, pursuant to which certain of Darden’s operating subsidiaries lease our properties from us as landlord. Darden Restaurants, Inc. entered into separate guaranties pursuant to which it guaranteedCompany had no related party transactions that exceeded the obligations of the tenants under substantially all of the leases it entered into with us. Because the leases are triple-net leases, in addition to rent, Darden is required to pay, among other things and subject to limited exceptions set forth in the leases, all taxes, insurance, utilities, maintenance and repair costs and license fees. In 2015, Darden paid us approximately $13.6 million under the leases.Darden agreed to provide us with certain administrative and support services on a transitional basis, including finance and accounting services, accounts payable services, property accounting services, SEC filing review services, sales tax services, human resources services, including benefits services and compensation services and inventory purchasing services. pursuant to the Transition Services Agreement we entered into with Darden for a period not to exceed one year. The fees charged by Darden to us in 2015 were $109,809.Darden granted the right and license to our subsidiary, Kerrow, to operate LongHorn Steakhouse restaurants in the San Antonio, Texas area in connection with the Spin-Off. The Franchise Agreements include, among other things, a license to display trademarks, utilize trade secrets and purchase proprietary products from Darden. Other services to be included pursuant to the Franchise Agreements are marketing services, training and access to certain LongHorn operating procedures. The Franchise Agreements also contain provisions under which Darden may provide certain technical support for the LongHorn San Antonio Business. The fees charge by Darden to us in 2015 under the Franchise Agreements were $185,96820172019 Annual Meeting of Stockholders pursuant to SEC Rule 14a-8 must be received by us no later than January 3, 2017,December 28, 2018, unless the date of our 20162019 Annual Meeting of Stockholders is more than 30 days before or after May 20, 2016,June 15, 2019, in which case the proposal must be received a reasonable time before we begin to print and mail our proxy materials. All proposals should be directed to our General Counsel and Secretary, at 591 Redwood Highway, Suite 1150, Mill Valley, California 94941.20172019 Annual Meeting of Stockholders not intended to be included in our proxy statement pursuant to SEC Rule 14a-8 must be submitted in accordance with the advance notice procedures and other requirements set forth in Section 6 of Article II of our bylaws. Pursuant to Section 6 of Article II of our bylaws, we must receive timely notice of the nomination or other proposal in writing by not later than March 18, 2017,17, 2019, nor earlier than February 16, 2017.15, 2019. However, in the event that the 20172019 Annual Meeting of Stockholders is advanced or delayed by more than 25 days from the first anniversary of the date of the 20162018 Annual Meeting of Stockholders, notice by the stockholder to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or the first public announcementdisclosure of the date of the annual meeting was made, whichever occurs first. A copy of our bylaws can be obtained from our General Counsel and Secretary, at 591 Redwood Highway, Suite 1150, Mill Valley, California 94941. By Order of the Board of Directors
JAMES L. BRAT James L. Brat
General Counsel and SecretaryMill Valley, CaliforniaMay 3, 2016FOUR CORNERS PROPERTY TRUST, INC.2015 OMNIBUS INCENTIVE PLAN A-1Dated: April 27, 2018 Mill Valley, California A-2RETURN THIS PORTION ONLY A-3 A-42015 OMNIBUS INCENTIVE PLAN 1. Election of seven directors to the Board of Directors named in the proxy statement to serve until the 2019 Annual Meeting of Stockholders. For Against Abstain 1.PURPOSENominees: The Plan is intended to (a) provide eligible individuals with an incentive to contribute to the success of the Company and to operate and manage the Company’s business in a manner that will provide for the Company’s long-term growth and profitability and that will benefit its stockholders and other important stakeholders, including its employees and customers, and (b) provide a means of recruiting, rewarding, and retaining key personnel. To this end, the Plan provides for the grant of Awards of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Unrestricted Stock, Dividend Equivalent Rights, Performance Shares and other Performance-Based Awards, Other Equity-Based Awards, and cash bonus awards. Any of these Awards may, but need not, be made as performance incentives to reward the holders of such Awards for the achievement of performance goals in accordance with the terms of the Plan. All Options granted under the Plan shall be nonqualified stock options.2.DEFINITIONSFor purposes of interpreting the Plan documents, including the Plan and Award Agreements, the following capitalized terms shall have the meanings specified below, unless the context clearly indicates otherwise:2.1“Accounting Firm” shall mean a nationally recognized accounting firm, or actuarial, benefits or compensation consulting firm (with experience in performing the calculations regarding the applicability of Code Section 280G and of the tax imposed by Code Section 4999) selected by the Company immediately prior to a Change in Control.2.2“Affiliate” shall mean any Person that controls, is controlled by, or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including any Subsidiary. For purposes of grants of Options or Stock Appreciation Rights, an entity may not be considered an Affiliate unless the Company holds a Controlling Interest in such entity.2.3“Applicable Laws” shall mean the legal requirements relating to the Plan and the Awards under (a) applicable provisions of the Code, the Securities Act, the Exchange Act, any rules or regulations thereunder, and any other laws, rules, regulations, and government orders of any jurisdiction applicable to the Company or its Affiliates, (b) applicable provisions of the corporate, securities, tax, and other laws, rules, regulations, and government orders of any jurisdiction applicable to Awards granted to residents thereof, and (c) the rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.2.4“Award” shall mean a grant under the Plan of an Option, a Stock Appreciation Right, Restricted Stock, a Restricted Stock Unit, a Deferred Stock Unit, Unrestricted Stock, a Dividend Equivalent Right, a Performance Share or other Performance-Based Award, an Other Equity-Based Award, or cash.2.5“Award Agreement” shall mean the written agreement, in such written, electronic, or other form as determined by the Committee, between the Company and a Grantee that evidences and sets forth the terms and conditions of an Award.2.6“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.2.7“Board” shall mean the Board of Directors of the Company.2.8“Cause” shall have the meaning set forth in an applicable agreement between a Grantee and the Company or an Affiliate, and in the absence of any such agreement, shall mean, with respect to any Grantee and as determined by the Committee, (a) an act or acts of fraud or misappropriation on the Grantee’s part which result in or are intended to A-5result in the Grantee’s personal enrichment at the expense of the Company and which constitute a criminal offense under state or federal laws, (ii) the Grantee’s continued failure to substantially perform the Grantee’s duties with the Company (other than any such failure resulting from the Grantee’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Grantee by the Committee, which demand specifically identifies the manner in which the Committee believes that the Grantee has not substantially performed the Grantee’s duties; (iii) the Grantee’s willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or (iv) the Grantee’s conviction of, or entering into a plea of either guilty or nolo contendere to, any felony, including, but not limited to, a felony involving moral turpitude, embezzlement, theft or similar act that occurred during or in the course of the Grantee’s employment with the Company. For purposes of the Plan, an act, or failure to act, shall not be deemed to be “willful” unless it is done, or omitted to be done, by the Grantee in bad faith or without a reasonable belief that the action or omission was in the best interests of the Company.2.9“Capital Stock” shall mean, with respect to any Person, any and all shares, interests, participations, or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Effective Date or issued thereafter, including, without limitation, all shares of Stock.2.10“Change in Control” shall mean, subject toSection 18.10, the occurrence of any of the following:(a) Any individual, entity or group (within the meaning of Section 13d(3) or 14(d)(2) of the Exchange Act) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent 30% or more of either (i) the then-outstanding shares of Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding Voting Stock of the Company (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of thisSection 2.10(a), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company or (D) any acquisition pursuant to a transaction that complies withSections 2.10(b)(i), (ii) and(iii);(b) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no individual, entity or group (within the meaning of Section 13d(3) or 14(d)(2) of the Exchange Act) (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, thirty percent 30% or more of, respectively, the then-outstanding shares of A-6common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or(c) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.The Board shall have full and final authority, in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control, and any incidental matters relating thereto.2.11“Code” shall mean the Internal Revenue Code of 1986, as amended, as now in effect or as hereafter amended, and any successor thereto. References in the Plan to any Code Section shall be deemed to include, as applicable, regulations and guidance promulgated under such Code Section.2.12“Committee” shall mean a committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided inSection 3.1.2 andSection 3.1.3 (or, if no Committee has been so designated, the Board).2.13“Company” shall mean Four Corners Property Trust, Inc. and any successor thereto.2.14“Controlling Interest” shall have the meaning set forth in Treasury Regulation Section 1.414(c)-2(b)(2)(i); provided that (a) except as specified in clause (b) below, an interest of “at least 50 percent” shall be used instead of an interest of “at least 80 percent” in each case where “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i) and (b) where a grant of Options or Stock Appreciation Rights is based upon a legitimate business criterion, an interest of “at least 20 percent” shall be used instead of an interest of “at least 80 percent” in each case where “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i).2.15“Covered Employee” shall mean a Grantee who is, or could become, a “covered employee” within the meaning of Code Section 162(m)(3).2.16“Deferred Stock Unit” shall mean a Restricted Stock Unit, the terms of which provide for delivery of the underlying shares of Stock, cash, or a combination thereof subsequent to the date of vesting, at a time or times consistent with the requirements of Code Section 409A.2.17“Dividend Equivalent Right” shall mean a right, granted to a Grantee pursuant toSection 12, entitling the Grantee thereof to receive, or to receive credits for the future payment of, cash, Stock, other Awards, or other property equal in value to dividend payments or distributions, or other periodic payments, declared or paid with respect to a number of shares of Stock specified in such Dividend Equivalent Right (or other Award to which such Dividend Equivalent Right relates) as if such shares of Stock had been issued to and held by the Grantee of such Dividend Equivalent Right as of the record date.2.18“Effective Date” shall mean October 20, 2015.2.19“Employee” shall mean, as of any date of determination, an employee (including an officer) of the Company or an Affiliate.2.20“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, as now in effect or as hereafter amended, and any successor thereto.2.21“Excise Tax” shall mean, collectively, (i) the tax imposed by Section 4999 of the Code, (ii) any similar tax imposed by state or local law, and (iii) any interest or penalties with respect to any tax described in clause (i) or (ii). A-72.22“Fair Market Value” shall mean the fair market value of a share of Stock for purposes of the Plan, which shall be, as of any date of determination:(a) If on such date the shares of Stock are listed on a Stock Exchange, or are publicly traded on another Securities Market, the Fair Market Value of a share of Stock shall be the closing price of the Stock as reported on such Stock Exchange or such Securities Market (provided that, if there is more than one such Stock Exchange or Securities Market, the Committee shall designate the appropriate Stock Exchange or Securities Market for purposes of the Fair Market Value determination). If there is no such reported closing price on such date, the Fair Market Value of a share of Stock shall be the closing price of the Stock on the next preceding day on which any sale of Stock shall have been reported on such Stock Exchange or such Securities Market.(b) If on such date the shares of Stock are not listed on a Stock Exchange or publicly traded on a Securities Market, the Fair Market Value of a share of Stock shall be the value of the Stock as determined by the Committee by the reasonable application of a reasonable valuation method, in a manner consistent with Code Section 409A.Notwithstanding thisSection 2.22 orSection 18.3, for purposes of determining taxable income and the amount of the related tax withholding obligation pursuant toSection 18.3, the Fair Market Value will be determined by the Committee in good faith using any reasonable method as it deems appropriate, to be applied consistently with respect to Grantees; provided, further, that the Committee shall determine the Fair Market Value of shares of Stock for tax withholding obligations due in connection with sales, by or on behalf of a Grantee, of such shares of Stock subject to an Award to pay the Option Price, SAR Price, and/or any tax withholding obligation on the same date on which such shares may first be sold pursuant to the terms of the applicable Award Agreement (including broker-assisted cashless exercises of Options and Stock Appreciation Rights, as described inSection 14.3,and sell-to-cover transactions) in any manner consistent with applicable provisions of the Code, including but not limited to using the sale price of such shares on such date (or if sales of such shares are effectuated at more than one sale price, the weighted average sale price of such shares on such date) as the Fair Market Value of such shares, so long as such Grantee has provided the Company, or its designee or agent, with advance written notice of such sale.2.23“Family Member” shall mean, with respect to any Grantee as of any date of determination, (a) a Person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of such Grantee, (b) any Person sharing such Grantee’s household (other than a tenant or employee), (c) a trust in which any one or more of the Persons specified in clauses (a) and (b) above (and such Grantee) own more than fifty percent (50%) of the beneficial interest, (d) a foundation in which any one or more of the Persons specified in clauses (a) and (b) above (and such Grantee) control the management of assets, and (e) any other entity in which one or more of the Persons specified in clauses (a) and (b) above (and such Grantee) own more than fifty percent (50%) of the voting interests.2.24“Grant Date” shall mean, as determined by the Committee, the latest to occur of (a) the date as of which the Committee approves the Award, (b) the date on which the recipient of an Award first becomes eligible to receive an Award underSection 6 hereof (e.g., in the case of a new hire, the first date on which such new hire performs any Service), or (c) such subsequent date specified by the Committee in the corporate action approving the Award.2.25“Grantee” shall mean a Person who receives or holds an Award under the Plan.2.26“Group” shall have the meaning set forth in Sections 13(d) and 14(d)(2) of the Exchange Act.2.27“Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Executive with respect A-8thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to the Grantee’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Grantee certifies, in the Grantee’s sole discretion, as likely to apply to the Grantee in the relevant tax year(s).2.28“Non-Employee Director” shall have the meaning set forth in Rule 16b-3 under the Exchange Act.2.29“Officer” shall have the meaning set forth in Rule 16a-1(f) under the Exchange Act.2.30“Option” shall mean an option to purchase one or more shares of Stock at a specified Option Price awarded to a Grantee pursuant toSection 8.2.31“Option Price” shall mean the per share exercise price for shares of Stock subject to an Option.2.32“Other Equity-Based Award” shall mean an Award representing a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to Stock, other than an Option, a Stock Appreciation Right, Restricted Stock, a Restricted Stock Unit, a Deferred Stock Unit, Unrestricted Stock, a Dividend Equivalent Right, or a Performance Share or other Performance-Based Award.2.33“Outside Director” shall have the meaning set forth in Code Section 162(m)(4)(C)(i).2.34“Reduced Amount” shall mean $1,000.00 less than the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Payments pursuant toSection 17.2.35“Performance-Based Award” shall mean an Award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares, Other Equity-Based Awards, or cash made subject to the achievement of performance goals (as provided inSection 13) over a Performance Period specified by the Committee.2.36“Performance-Based Compensation” shall mean compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for Qualified Performance-Based Compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in the Plan shall be construed to mean that an Award which does not satisfy the requirements for Qualified Performance-Based Compensation does not constitute performance-based compensation for other purposes, including the purposes of Code Section 409A.2.37“Performance Measures” shall mean measures as specified inSection 13.6.4 on which the performance goal or goals under Performance-Based Awards are based and which are approved by the Company’s stockholders pursuant to, and to the extent required by, the Plan in order to qualify such Performance-Based Awards as Performance-Based Compensation.2.38“Performance Period” shall mean the period of time, up to ten (10) years, during or over which the performance goals under Performance-Based Awards must be met in order to determine the degree of payout and/or vesting with respect to any such Performance-Based Awards.2.39“Performance Shares” shall mean a Performance-Based Award representing a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to Stock, made subject to the achievement of performance goals (as provided inSection 13) over a Performance Period of up to ten (10) years.2.40“Person” shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.2.41“Plan” shall mean this Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan, as amended from time to time. A-92.42“Qualified Performance-Based Compensation” shall have the meaning set forth in Code Section 162(m).2.43“Restricted Period” shall mean a period of time established by the Committee during which an Award of Restricted Stock, Restricted Stock Units, or Deferred Stock Units is subject to restrictions.2.44“Restricted Stock” shall mean shares of Stock awarded to a Grantee pursuant toSection 10.2.45“Restricted Stock Unit” shall mean a bookkeeping entry representing the equivalent of one (1) share of Stock awarded to a Grantee pursuant toSection 10 that may be settled, subject to the terms and conditions of the applicable Award Agreement, in shares of Stock, cash, or a combination thereof.2.46“SAR Price” shall mean the per share exercise price of a SAR.2.47“Securities Act” shall mean the Securities Act of 1933, as amended, as now in effect or as hereafter amended, and any successor thereto.2.48“Securities Market” shall mean an established securities market.2.49“Separation from Service” shall have the meaning set forth in Code Section 409A.2.50“Service” shall mean service qualifying a Grantee as a Service Provider to the Company or an Affiliate. Unless otherwise provided in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, any determination by the Committee whether a termination of Service shall have occurred for purposes of the Plan shall be final, binding, and conclusive. If a Service Provider’s employment or other Service relationship is with an Affiliate and the applicable entity ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when such entity ceases to be an Affiliate unless the Service Provider transfers his or her employment or other Service relationship to the Company or any other Affiliate.2.51“Service Provider” shall mean (a) an Employee or director of the Company or an Affiliate, or (b) a consultant or adviser to the Company or an Affiliate (i) who is a natural person, (ii) who is currently providing bona fide services to the Company or an Affiliate, and (iii) whose services are not in connection with the Company’s sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s Capital Stock.2.52“Service Recipient Stock” shall have the meaning set forth in Code Section 409A.2.53“Share Limit” shall have the meaning set forth inSection 4.1.2.54“Short-Term Deferral Period” shall have the meaning set forth in Code Section 409A.2.55“Stock” shall mean the common stock, par value $0.01 per share, of the Company, or any security into which shares of Stock may be changed or for which shares of Stock may be exchanged as provided inSection 16.1.2.56“Stock Appreciation Right” or “SAR” shall mean a right granted to a Grantee pursuant toSection 9.2.57“Stock Exchange” shall mean the New York Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, or another established national or regional stock exchange.2.58“Subsidiary” shall mean any corporation (other than the Company) or non-corporate entity with respect to which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined voting power of all classes of Voting Stock. In addition, any other entity may be designated by the Committee as a Subsidiary, provided that (a) such entity could be considered as a subsidiary according to generally accepted accounting principles in the United States of America and (b) in the case of an Award of Options or Stock Appreciation Rights, such Award would be considered to be granted in respect of Service Recipient Stock under Code Section 409A.2.59“Substitute Award” shall mean an Award granted upon assumption of, or in substitution for, outstanding awards previously granted under a compensatory plan of the Company, an Affiliate, or a business entity acquired or A-10to be acquired by the Company or an Affiliate or with which the Company or an Affiliate has combined or will combine.2.60“Unrestricted Stock” shall mean Stock that is free of any restrictions.2.61“Voting Stock” shall mean, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers, or other voting members of the governing body of such Person.3.ADMINISTRATION OF THE PLAN3.1Committee.3.1.1 Powers and Authorities. The Committee shall administer the Plan and shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s articles of incorporation and bylaws and Applicable Laws. Without limiting the generality of the foregoing, the Committee shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award, or any Award Agreement and shall have full power and authority to take all such other actions and to make all such other determinations not inconsistent with the specific terms and provisions of the Plan which the Committee deems to be necessary or appropriate to the administration of the Plan, any Award, or any Award Agreement. All such actions and determinations shall be made by (a) the affirmative vote of a majority of the members of the Committee present at a meeting at which a quorum is present, or (b) the unanimous consent of the members of the Committee executed in writing or evidenced by electronic transmission in accordance with the Company’s articles of incorporation and bylaws and Applicable Laws. Unless otherwise expressly determined by the Board, the Committee shall have the authority to interpret and construe all provisions of the Plan, any Award, and any Award Agreement, and any such interpretation or construction, and any other determination contemplated to be made under the Plan or any Award Agreement, by the Committee shall be final, binding, and conclusive on all Persons, whether or not expressly provided for in any provision of the Plan, such Award, or such Award Agreement.In the event that the Plan, any Award, or any Award Agreement provides for any action to be taken by the Board or any determination to be made by the Board, such action may be taken or such determination may be made by the Committee constituted in accordance with thisSection 3.1 if the Board has delegated the power and authority to do so to such Committee.3.1.2 Composition of the Committee. The Committee shall be a committee composed of not fewer than two (2) directors of the Company designated by the Board to administer the Plan. Each member of the Committee shall be (a) a Non-Employee Director, (b) an Outside Director, and (c) an independent director in accordance with the rules of any Stock Exchange on which the Stock is listed; provided that any action taken by the Committee shall be valid and effective whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in thisSection 3.1.2 or otherwise provided in any charter of the Committee. Without limiting the generality of the foregoing, the Committee may be the Compensation Committee of the Board or a subcommittee thereof if the Compensation Committee of the Board or such subcommittee satisfies the foregoing requirements.3.1.3 Other Committees. The Board also may appoint one or more committees of the Board, each composed of one or more directors of the Company who need not be Outside Directors, which (a) may administer the Plan with respect to Grantees who are not Officers or directors of the Company, (b) may grant Awards under the Plan to such Grantees, and (c) may determine all terms of such Awards, in each case, excluding (for the avoidance of doubt) Performance-Based Awards intending to constitute Qualified Performance-Based Compensation and subject, if applicable, to the requirements of Rule 16b-3 under the Exchange Act and the rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.3.1.4 Delegation by Committee. To the extent permitted by Applicable Laws, the Committee may, by resolution, delegate some or all of its authority with respect to the Plan and Awards to the Chief Executive Officer of the A-11Company and/or any other officer of the Company designated by the Committee, provided that the Committee may not delegate its authority hereunder (a) to make Awards to directors of the Company, (b) to make Awards to Employees who are (i) Officers, (ii) Covered Employees, or (iii) officers of the Company who are delegated authority by the Committee pursuant to thisSection 3.1.4, or (c) to interpret the Plan, any Award, or any Award Agreement. Any delegation hereunder will be subject to the restrictions and limits that the Committee specifies at the time of such delegation or thereafter. Nothing in the Plan will be construed as obligating the Committee to delegate authority to any officer of the Company, and the Committee may at any time rescind the authority delegated to an officer of the Company appointed hereunder and delegate authority to one or more other officers of the Company. At all times, an officer of the Company delegated authority pursuant to thisSection 3.1.4 will serve in such capacity at the pleasure of the Committee. Any action undertaken by any such officer of the Company in accordance with the Committee’s delegation of authority will have the same force and effect as if undertaken directly by the Committee, and any reference in the Plan to the “Committee” will, to the extent consistent with the terms and limitations of such delegation, be deemed to include a reference to each such officer.3.2 Board. The Board, from time to time, may exercise any or all of the powers and authorities related to the administration and implementation of the Plan, as set forth inSection 3.1 and other applicable provisions of the Plan, as the Board shall determine, consistent with the Company’s articles of incorporation and bylaws and Applicable Laws.3.3.1 Committee Authority. Subject to the other terms and conditions of the Plan, the Committee shall have full and final authority to:(a) designate Grantees;(b) determine the type or types of Awards to be made to a Grantee;(c) determine the number of shares of Stock to be subject to an Award or to which an Award relates;(d) establish the terms and conditions of each Award (including the Option Price, the SAR Price, and the purchase price for applicable Awards; the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the shares of Stock subject thereto; the treatment of an Award in the event of a Change in Control (subject to applicable agreements);(e) prescribe the form of each Award Agreement evidencing an Award;(f) subject to the limitation on repricing inSection 3.4, amend, modify, or supplement the terms of any outstanding Award, which authority shall include the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to make Awards or to modify outstanding Awards made to eligible natural Persons who are foreign nationals or are natural Persons who are employed outside the United States to reflect differences in local law, tax policy, or custom; provided that, notwithstanding the foregoing, no amendment, modification, or supplement of the terms of any outstanding Award shall, without the consent of the Grantee thereof, impair such Grantee’s rights under such Award; and(g) make Substitute Awards.3.3.2 Forfeiture; Recoupment. The Committee may reserve the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award thereunder on account of actions taken by, or failed to be taken by, such Grantee in violation or breach of, or in conflict with, any (a) employment agreement, (b) non-competition agreement, (c) agreement prohibiting solicitation of Employees or clients of the Company or an Affiliate, (d) confidentiality obligation with respect to the Company or an Affiliate, (e) Company or Affiliate policy or procedure, (f) other agreement, or (g) other obligation of such Grantee to the Company or an Affiliate, as and to the extent specified in such Award Agreement. If the Grantee of an outstanding Award is an Employee of the Company or an Affiliate and such Grantee’s Service is terminated for Cause, the Committee may annul such Grantee’s outstanding Award as of the date of the Grantee’s termination of Service for Cause. A-12Any Award granted pursuant to the Plan shall be subject to mandatory repayment by the Grantee to the Company (x) to the extent set forth in this Plan or an Award Agreement or (y) to the extent the Grantee is, or in the future becomes, subject to (1) any Company or Affiliate “clawback” or recoupment policy that is adopted to comply with the requirements of any Applicable Laws, or (2) any Applicable Laws which impose mandatory recoupment, under circumstances set forth in such Applicable Laws.3.4 No Repricing Without Stockholder Approval. Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, shares of Stock, other securities, or other property), stock split, extraordinary dividend, recapitalization, Change in Control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of Stock, or other securities or similar transaction), the Company may not: (a) amend the terms of outstanding Options or SARs to reduce the Option Price or SAR Price, as applicable, of such outstanding Options or SARs; (b) cancel outstanding Options or SARs in exchange for or substitution of Options or SARs with an Option Price or SAR Price, as applicable, that is less than the Option Price or SAR Price, as applicable, of the original Options or SARs; or (c) cancel outstanding Options or SARs with an Option Price or SAR Price, as applicable, above the current Fair Market Value in exchange for cash or other securities, in each case, unless such action is subject to and approved by the Company’s stockholders.3.5 Deferral Arrangement. The Committee may permit or require the deferral of any payment pursuant to any Award into a deferred compensation arrangement, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or Dividend Equivalent Rights and, in connection therewith, provisions for converting such credits into Deferred Stock Units and for restricting deferrals to comply with hardship distribution rules affecting tax-qualified retirement plans subject to Code Section 401(k)(2)(B)(IV);provided that no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of Options or SARs. Any such deferrals shall be made in a manner that complies with Code Section 409A, including, if applicable, with respect to when a Separation from Service occurs.3.6 Registration; Share Certificates. Notwithstanding any provision of the Plan to the contrary, the ownership of the shares of Stock issued under the Plan may be evidenced in such a manner as the Committee, in its sole discretion, deems appropriate, including by book-entry or direct registration (including transaction advices) or the issuance of one or more share certificates.4.STOCK SUBJECT TO THE PLAN4.1 Number of Shares of Stock Available for Awards. Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant toSection 4.2, and subject to adjustment pursuant toSection 16, the maximum number of shares of Stock reserved for issuance under the Plan shall be equal to two million one hundred thousand (2,100,000) shares of Stock (the “Share Limit”). Such shares of Stock may be authorized and unissued shares of Stock, treasury shares of Stock, or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan.4.2 Adjustments in Authorized Shares of Stock. In connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, the Committee shall have the right to cause the Company to assume awards previously granted under a compensatory plan of another business entity that is a party to such transaction and to grant Substitute Awards under the Plan for such awards. The Share Limit pursuant toSection 4.1 shall be increased by the number of shares of Stock subject to any such assumed awards and Substitute Awards. Shares available for issuance under a stockholder-approved plan of a business entity that is a party to such transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards under the A-13Plan and shall not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.(a) Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance underSection 4.1.(b) Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant toSection 10, will be counted against the Share Limit set forth inSection 4.1as one (1) share of Stock for every one (1) share of Stock subject to an Award.The number of shares of Stock subject to an Award of SARs will be counted against the Share Limit set forth inSection 4.1as one (1) share of Stock for every one (1) share of Stock subject to such Award regardless of the number of shares of Stock actually issued to settle such SARs upon the exercise of the SARs. The target number of shares issuable under a Performance Share grant shall be counted against the Share Limit set forth inSection 4.1 as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance Shares to the extent different from such target number of shares. Awards that do not entitle the Grantee thereof to receive or purchase shares of Stock and Awards that are settled in cash shall not be counted against the Share Limit set forth inSection 4.1.(c) If any shares of Stock covered by an Award are not purchased or are forfeited or expire or if an Award otherwise terminates without delivery of any Stock subject thereto or is settled in cash in lieu of shares, then the number of shares of Stock counted against the Share Limit with respect to such Award shall, to the extent of any such forfeiture, termination, expiration, or settlement, again be available for making Awards under the Plan.(d) The number of shares of Stock available for issuance under the Plan will not be increased by the number of shares of Stock (i) tendered, withheld, or subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option, (ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, (iii) deducted or delivered from payment of an Award granted under the Plan in connection with the Company’s tax withholding obligations as provided inSection 18.3, or (iv) purchased by the Company with proceeds from Option exercises.5. TERM; AMENDMENT AND TERMINATION5.1 Term. The Plan shall become effective as of the Effective Date. The Plan shall terminate on the first to occur of (a) the tenth (10th) anniversary of the Effective Date, (b) the date determined in accordance withSection 5.2, and (c) the date determined in accordance withSection 16.3. Upon such termination of the Plan, all outstanding Awards shall continue to have full force and effect in accordance with the provisions of the terminated Plan and the applicable Award Agreement (or other documents evidencing such Awards).5.2Amendment, Suspension, and Termination. The Board may, at any time and from time to time, amend, suspend, or terminate the Plan; provided that, with respect to Awards theretofore granted under the Plan, no amendment, suspension, or termination of the Plan shall, without the consent of the Grantee, impair the rights or obligations under any such Award. The effectiveness of any amendment to the Plan shall be contingent on approval of such amendment by the Company’s stockholders to the extent provided by the Board or required by Applicable Laws.6. AWARD ELIGIBILITY AND LIMITATIONS6.1 Eligible Grantees. Subject to thisSection 6, Awards may be made under the Plan to (a) any Service Provider, as the Committee shall determine and designate from time to time, and (b) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee. A-146.2 Limitation on Shares of Stock Subject to Awards and Cash Awards. During any time when the Company has any class of common equity securities registered under Section 12 of the Exchange Act, but subject to adjustment as provided inSection 16:(a) The maximum number of shares of Stock that may be granted under the Plan, pursuant to Options or SARs, in a fiscal year to any Person eligible for an Award underSection 6.1, other than a Non-Employee Director of the Company, is seven hundred fifty thousand (750,000) shares of Stock;(b) The maximum number of shares of Stock that may be granted under the Plan, pursuant to Awards other than Options or SARs that are Stock-denominated and are either Stock- or cash-settled, in a fiscal year to any Person eligible for an Award underSection 6.1, other than a Non-Employee Director of the Company, is seven hundred fifty thousand (750,000) shares of Stock;(c) The maximum Fair Market Value of shares of Stock that may be granted under the Plan, pursuant to Awards, in a fiscal year to any Non-Employee Director of the Company is five hundred thousand dollars ($500,000); and(d) The maximum amount that may be paid as a cash-denominated Performance-Based Award (whether or not cash-settled) for a Performance Period to any Person eligible for an Award underSection 6.1shall be ten million dollars ($10,000,000).6.3 Stand-Alone, Additional, Tandem, and Substitute Awards. Subject toSection 3.4, Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. Such additional, tandem, exchange, or Substitute Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments under other plans of the Company or an Affiliate. NotwithstandingSection 8.1 andSection 9.1, but subject toSection 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date; provided that such Option Price or SAR Price is determined in a manner consistent with Code Section 409A for any Option or SAR.6.4 Minimum Vesting Period. Except with respect to a maximum of five percent (5%) of the Share Limit, as may be adjusted pursuant toSection 4.2, and except as otherwise provided inSection 16, no Award shall provide for vesting which is any more rapid than vesting on the one (1) year anniversary of the Grant Date or, with respect to Awards that vest upon the attainment of performance goals, a Performance Period that is less than twelve (12) months.7.AWARD AGREEMENTEach Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall from time to time determine. Award Agreements utilized under the Plan from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control.8.TERMS AND CONDITIONS OF OPTIONS8.1 Option Price. The Option Price of each Option shall be fixed by the Committee and stated in the Award Agreement evidencing such Option. Except in the case of Substitute Awards, the Option Price of each Option shall A-15be at least the Fair Market Value of one (1) share of Stock on the Grant Date. In no case shall the Option Price of any Option be less than the par value of one (1) share of Stock.8.2 Vesting and Exercisability. Subject toSections 8.3 and16.3, each Option granted under the Plan shall become vested and/or exercisable at such times and under such conditions as shall be determined by the Committee and stated in the Award Agreement, in another agreement with the Grantee, or otherwise in writing.8.3 Term. Each Option granted under the Plan shall terminate, and all rights to purchase shares of Stock thereunder shall cease, on the tenth (10th) anniversary of the Grant Date of such Option, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such Option; provided that, to the extent deemed necessary or appropriate by the Committee to reflect differences in local law, tax policy, or custom with respect to any Option granted to a Grantee who is a foreign national or is a natural Person who is employed outside the United States, such Option may terminate, and all rights to purchase shares of Stock thereunder may cease, upon the expiration of a period longer than ten (10) years from the Grant Date of such Option as the Committee shall determine.8.4 Termination of Service. Each Award Agreement with respect to the grant of an Option shall set forth the extent to which the Grantee thereof, if at all, shall have the right to exercise such Option following termination of such Grantee’s Service. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.8.5 Limitations on Exercise of Option. Notwithstanding any provision of the Plan to the contrary, in no event may any Option be exercised, in whole or in part, after the occurrence of an event referred to inSection 16 which results in the termination of such Option.8.6 Method of Exercise. Subject to the terms ofSection 14 andSection 18.3, an Option that is exercisable may be exercised by the Grantee’s delivery to the Company or its designee or agent of notice of exercise on any business day, at the Company’s principal office or the office of such designee or agent, on the form specified by the Company and in accordance with any additional procedures specified by the Committee. Such notice shall specify the number of shares of Stock with respect to which such Option is being exercised and shall be accompanied by payment in full of the Option Price of the shares of Stock for which such Option is being exercised, plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to the exercise of such Option.8.7 Rights of Holders of Options. Unless otherwise stated in the applicable Award Agreement, a Grantee or other Person holding or exercising an Option shall have none of the rights of a stockholder of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the shares of Stock subject to such Option, to direct the voting of the shares of Stock subject to such Option, or to receive notice of any meeting of the Company’s stockholders) until the shares of Stock subject thereto are fully paid and issued to such Grantee or other Person. Except as provided inSection 16, no adjustment shall be made for dividends, distributions, or other rights with respect to any shares of Stock subject to an Option for which the record date is prior to the date of issuance of such shares of Stock.8.8 Delivery of Stock. Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price with respect thereto, such Grantee shall be entitled to receive such evidence of such Grantee’s ownership of the shares of Stock subject to such Option as shall be consistent withSection 3.6.8.9 Transferability of Options. Except as provided inSection 8.10, during the lifetime of a Grantee of an Option, only such Grantee (or, in the event of such Grantee’s legal incapacity or incompetency, such Grantee’s guardian or legal representative) may exercise such Option. Except as provided inSection 8.10, no Option shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.8.10 Family Transfers. If authorized in the applicable Award Agreement and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of an Option to any Family Member. For the purpose of A-16thisSection 8.10, a transfer “not for value” is a transfer which is (a) a gift, (b) a transfer under a domestic relations order in settlement of marital property rights, or (c) unless Applicable Laws do not permit such transfer, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (and/or the Grantee) in exchange for an interest in such entity. Following a transfer under thisSection 8.10, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to such transfer. Subsequent transfers of transferred Options shall be prohibited except to Family Members of the original Grantee in accordance with thisSection 8.10 or by will or the laws of descent and distribution. The provisions ofSection 8.4 relating to termination of Service shall continue to be applied with respect to the original Grantee of the Option, following which such Option shall be exercisable by the transferee only to the extent, and for the periods specified, inSection 8.4.9.TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS9.1 Right to Payment and SAR Price. A SAR shall confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of (a) the Fair Market Value of one (1) share of Stock on the date of exercise, over (b) the SAR Price as determined by the Committee. The Award Agreement for a SAR shall specify the SAR Price, which shall be no less than the Fair Market Value of one (1) share of Stock on the Grant Date of such SAR. SARs may be granted in tandem with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in combination with all or any part of any other Award, or without regard to any Option or other Award; provided that a SAR that is granted in tandem with all or part of an Option will have the same term, and expire at the same time, as the related Option; provided, further, that a SAR that is granted subsequent to the Grant Date of a related Option must have a SAR Price that is no less than the Fair Market Value of one (1) share of Stock on the Grant Date of such SAR.9.2 Other Terms. The Committee shall determine, on the Grant Date or thereafter, the time or times at which, and the circumstances under which, a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future Service requirements); the time or times at which SARs shall cease to be or become exercisable following termination of Service or upon other conditions; the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which shares of Stock shall be delivered or deemed to be delivered to Grantees, whether or not a SAR shall be granted in tandem or in combination with any other Award; and any and all other terms and conditions of any SAR.9.3 Term. Each SAR granted under the Plan shall terminate, and all rights thereunder shall cease, on the tenth (10th) anniversary of the Grant Date of such SAR or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such SAR.9.4 Rights of Holders of SARs. Unless otherwise stated in the applicable Award Agreement, a Grantee or other Person holding or exercising a SAR shall have none of the rights of a stockholder of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the shares of Stock underlying such SAR, to direct the voting of the shares of Stock underlying such SAR, or to receive notice of any meeting of the Company’s stockholders) until the shares of Stock underlying such SAR, if any, are issued to such Grantee or other Person. Except as provided inSection 16, no adjustment shall be made for dividends, distributions, or other rights with respect to any shares of Stock underlying a SAR for which the record date is prior to the date of issuance of such shares of Stock, if any.9.5 Transferability of SARs. Except as provided inSection 9.6, during the lifetime of a Grantee of a SAR, only the Grantee (or, in the event of such Grantee’s legal incapacity or incompetency, such Grantee’s guardian or legal representative) may exercise such SAR. Except as provided inSection 9.6, no SAR shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.9.6 Family Transfers. If authorized in the applicable Award Agreement and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of a SAR to any Family Member. For the purpose of this A-17Section 9.6, a transfer “not for value” is a transfer which is (a) a gift, (b) a transfer under a domestic relations order in settlement of marital property rights, or (c) unless Applicable Laws do not permit such transfer, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (and/or the Grantee) in exchange for an interest in such entity. Following a transfer under thisSection 9.6, any such SAR shall continue to be subject to the same terms and conditions as were in effect immediately prior to such transfer. Subsequent transfers of transferred SARs shall be prohibited except to Family Members of the original Grantee in accordance with thisSection 9.6 or by will or the laws of descent and distribution.10.TERMS AND CONDITIONS OF RESTRICTED STOCK, RESTRICTED STOCK UNITS, AND DEFERRED STOCK UNITS10.1 Grant of Restricted Stock, Restricted Stock Units, and Deferred Stock Units. Awards of Restricted Stock, Restricted Stock Units, and Deferred Stock Units may be made for consideration or for no consideration, other than the par value of the shares of Stock, which shall be deemed paid by past Service or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future Service to the Company or an Affiliate.10.2 Restrictions. At the time a grant of Restricted Stock, Restricted Stock Units, or Deferred Stock Units is made, the Committee may, in its sole discretion, (a) establish a Restricted Period applicable to such Restricted Stock, Restricted Stock Units, or Deferred Stock Units and (b) prescribe restrictions in addition to or other than the expiration of the Restricted Period, including the achievement of corporate or individual performance goals, which may be applicable to all or any portion of such Restricted Stock, Restricted Stock Units, or Deferred Stock Units as provided inSection 13. Awards of Restricted Stock, Restricted Stock Units, and Deferred Stock Units may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Committee with respect to such Awards.10.3 Registration; Restricted Stock Certificates. Pursuant toSection 3.6, to the extent that ownership of Restricted Stock is evidenced by a book-entry registration or direct registration (including transaction advices), such registration shall be notated to evidence the restrictions imposed on such Award of Restricted Stock under the Plan and the applicable Award Agreement. Subject toSection 3.6 and the immediately following sentence, the Company may issue, in the name of each Grantee to whom Restricted Stock has been granted, certificates representing the total number of shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date of such Restricted Stock. The Committee may provide in an Award Agreement with respect to an Award of Restricted Stock that either (a) the Secretary of the Company shall hold such certificates for such Grantee’s benefit until such time as such shares of Restricted Stock are forfeited to the Company or the restrictions applicable thereto lapse and such Grantee shall deliver a stock power to the Company with respect to each certificate, or (b) such certificates shall be delivered to such Grantee, providedthat such certificates shall bear legends that comply with Applicable Laws and make appropriate reference to the restrictions imposed on such Award of Restricted Stock under the Plan and such Award Agreement.10.4 Rights of Holders of Restricted Stock. Unless the Committee provides otherwise in an Award Agreement and subject to the restrictions set forth in the Plan, any applicable Company program, and the applicable Award Agreement, holders of Restricted Stock shall have the right to vote such shares of Restricted Stock and the right to receive any dividend payments or distributions declared or paid with respect to such shares of Restricted Stock. The Committee may provide in an Award Agreement evidencing a grant of Restricted Stock that (a) any cash dividend payments or distributions paid on Restricted Stock shall be reinvested in shares of Stock, which may or may not be subject to the same vesting conditions and restrictions as applicable to such underlying shares of Restricted Stock or (b) any dividend payments or distributions declared or paid on shares of Restricted Stock shall only be made or paid upon satisfaction of the vesting conditions and restrictions applicable to such shares of Restricted Stock. Dividend payments or distributions declared or paid on shares of Restricted Stock which vest or are earned based upon the A-18achievement of performance goals shall not vest unless such performance goals for such shares of Restricted Stock are achieved, and if such performance goals are not achieved, the Grantee of such shares of Restricted Stock shall promptly forfeit and, to the extent already paid or distributed, repay to the Company such dividend payments or distributions. All stock dividend payments or distributions, if any, received by a Grantee with respect to shares of Restricted Stock as a result of any stock split, stock dividend, combination of stock, or other similar transaction shall be subject to the same vesting conditions and restrictions as applicable to such underlying shares of Restricted Stock.10.5 Rights of Holders of Restricted Stock Units and Deferred Stock Units.10.5.1 Voting and Dividend Rights. Holders of Restricted Stock Units and Deferred Stock Units shall have no rights as stockholders of the Company (for example, the right to receive dividend payments or distributions attributable to the shares of Stock underlying such Restricted Stock Units and Deferred Stock Units, to direct the voting of the shares of Stock underlying such Restricted Stock Units and Deferred Stock Units, or to receive notice of any meeting of the Company’s stockholders).10.5.2 Creditor’s Rights. A holder of Restricted Stock Units or Deferred Stock Units shall have no rights other than those of a general unsecured creditor of the Company. Restricted Stock Units and Deferred Stock Units represent unfunded and unsecured obligations of the Company, subject to the terms and conditions of the applicable Award Agreement.10.6 Termination of Service. Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, but prior to termination of the Grantee’s Service, upon the termination of such Grantee’s Service, any Restricted Stock, Restricted Stock Units, or Deferred Stock Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of such Restricted Stock, Restricted Stock Units, or Deferred Stock Units, the Grantee thereof shall have no further rights with respect thereto, including any right to vote such Restricted Stock or any right to receive dividends or Dividend Equivalent Rights, as applicable, with respect to such Restricted Stock, Restricted Stock Units, or Deferred Stock Units.10.7 Purchase of Restricted Stock and Shares of Stock Subject to Restricted Stock Units and Deferred Stock Units. The Grantee of an Award of Restricted Stock, vested Restricted Stock Units, or vested Deferred Stock Units shall be required, to the extent required by Applicable Laws, to purchase such Restricted Stock or the shares of Stock subject to such vested Restricted Stock Units or Deferred Stock Units from the Company at a purchase price equal to the greater of (x) the aggregate par value of the shares of Stock represented by such Restricted Stock or such vested Restricted Stock Units or Deferred Stock Units or (y) the purchase price, if any, specified in the Award Agreement relating to such Restricted Stock or such vested Restricted Stock Units or Deferred Stock Units. Such purchase price shall be payable in a form provided inSection 14 or, in the sole discretion of the Committee, in consideration for Service rendered or to be rendered by the Grantee to the Company or an Affiliate.10.8 Delivery of Shares of Stock. Upon the expiration or termination of any Restricted Period and the satisfaction of any other conditions prescribed by the Committee, including, without limitation, any performance goals or delayed delivery period, the restrictions applicable to Restricted Stock, Restricted Stock Units, or Deferred Stock Units settled in shares of Stock shall lapse, and, unless otherwise provided in the applicable Award Agreement, a book-entry or direct registration (including transaction advices) or a certificate evidencing ownership of such shares of Stock shall, consistent withSection 3.6, be issued, free of all such restrictions, to the Grantee thereof or such Grantee’s beneficiary or estate, as the case may be. Neither the Grantee, nor the Grantee’s beneficiary or estate, shall have any further rights with regard to a Restricted Stock Unit or Deferred Stock Unit once the shares of Stock represented by such Restricted Stock Unit or Deferred Stock Unit have been delivered in accordance with thisSection 10.8. A-1911.TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS11.1 Unrestricted Stock Awards. Subject toSection 6.4, the Committee may, in its sole discretion, grant (or sell at the par value of a share of Stock or at such other higher purchase price as shall be determined by the Committee) an Award to any Grantee pursuant to which such Grantee may receive shares of Unrestricted Stock under the Plan. Awards of Unrestricted Stock may be granted or sold to any Grantee as provided in the immediately preceding sentence in respect of Service rendered or, if so provided in the related Award Agreement or a separate agreement, to be rendered by the Grantee to the Company or an Affiliate or other valid consideration, in lieu of or in addition to any cash compensation due to such Grantee.11.2 Other Equity-Based Awards. The Committee may, in its sole discretion, grant Awards in the form of Other Equity-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. Awards granted pursuant to thisSection 11.2 may be granted with vesting, value, and/or payment contingent upon the achievement of one or more performance goals. The Committee shall determine the terms and conditions of Other Equity-Based Awards on the Grant Date or thereafter. Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, but prior to termination of the Grantee’s Service, upon the termination of the Grantee’s Service, any Other Equity-Based Awards held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of any Other Equity-Based Award, the Grantee thereof shall have no further rights with respect to such Other Equity-Based Award.12.TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS12.1 Dividend Equivalent Rights. A Dividend Equivalent Right may be granted hereunder,provided that no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of Options or SARs. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Agreement therefor. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently (with or without being subject to forfeiture or a repayment obligation) or may be deemed to be reinvested in additional shares of Stock or Awards, which may thereafter accrue additional Dividend Equivalent Rights (with or without being subject to forfeiture or a repayment obligation). Any such reinvestment shall be at the Fair Market Value thereof on the date of such reinvestment. Dividend Equivalent Rights may be settled in cash, shares of Stock, or a combination thereof, in a single installment or in multiple installments, all as determined in the sole discretion of the Committee. A Dividend Equivalent Right granted as a component of another Award may (a) provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other Award and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award or (b) contain terms and conditions which are different from the terms and conditions of such other Award, providedthat Dividend Equivalent Rights credited pursuant to a Dividend Equivalent Right granted as a component of another Award which vests or is earned based upon the achievement of performance goals shall not vest unless such performance goals for such underlying Award are achieved, and if such performance goals are not achieved, the Grantee of such Dividend Equivalent Rights shall promptly forfeit and, to the extent already paid or distributed, repay to the Company payments or distributions made in connection with such Dividend Equivalent Rights.12.2 Termination of Service. Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, a Grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon such Grantee’s termination of Service for any reason. A-2013.TERMS AND CONDITIONS OF PERFORMANCE-BASED AWARDS13.1 Grant of Performance-Based Awards. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Performance-Based Awards in such amounts and upon such terms as the Committee shall determine.13.2 Value of Performance-Based Awards. Each grant of a Performance-Based Award shall have an initial cash value or an actual or target number of shares of Stock that is established by the Committee as of the Grant Date. The Committee shall set performance goals in its discretion which, depending on the extent to which they are achieved, shall determine the value and/or number of shares of Stock subject to a Performance-Based Award that will be paid out to the Grantee thereof.13.3 Earning of Performance-Based Awards. Subject to the terms of the Plan, in particularSection 13.6.3, after the applicable Performance Period has ended, the Grantee of a Performance-Based Award shall be entitled to receive a payout of the value earned under such Performance-Based Award by such Grantee over such Performance Period.13.4 Form and Timing of Payment of Performance-Based Awards. Payment of the value earned under Performance-Based Awards shall be made, as determined by the Committee, in the form, at the time, and in the manner described in the applicable Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, (i) may pay the value earned under Performance-Based Awards in the form of cash, shares of Stock, other Awards, or a combination thereof, including shares of Stock and/or Awards that are subject to any restrictions deemed appropriate by the Committee, and (ii) shall pay the value earned under Performance-Based Awards at the close of the applicable Performance Period, or as soon as reasonably practicable after the Committee has determined that the performance goal or goals relating thereto have been achieved; provided that, unless specifically provided in the Award Agreement for such Performance-Based Awards, such payment shall occur no later than the fifteenth (15th) day of the third (3rd) month following the end of the calendar year in which such Performance Period ends.13.5 Performance Conditions. The right of a Grantee to exercise or to receive a grant or settlement of any Performance-Based Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. If and to the extent required under Code Section 162(m), any power or authority relating to an Award intended to qualify under Code Section 162(m) shall be exercised by the Committee and not by the Board.13.6 Performance-Based Awards Granted to Designated Covered Employees. If and to the extent that the Committee determines that a Performance-Based Award to be granted to a Grantee should constitute Qualified Performance-Based Compensation for purposes of Code Section 162(m), the grant, exercise, and/or settlement of such Performance-Based Award shall be contingent upon achievement of pre-established performance goals and other terms set forth in thisSection 13.6.13.6.1 Performance Goals Generally. The performance goals for Performance-Based Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with thisSection 13.6. Performance goals shall be objective and shall otherwise meet the requirements of Code Section 162(m), including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine that such Awards shall be granted, exercised, and/or settled upon achievement of any single performance goal or of two (2) or more performance goals. Performance goals may differ for Performance-Based Awards granted to any one Grantee or to different Grantees.13.6.2 Timing For Establishing Performance Goals. Performance goals for any Performance-Based Award shall be established not later than the earlier of (a) ninety (90) days after the beginning of any Performance Period applicable to such Performance-Based Award, and (b) the date on which twenty-five percent (25%) of any Performance Period applicable to such Performance-Based Award has expired, or at such other date as may be required or permitted for compensation payable to a Covered Employee to constitute Performance-Based Compensation. A-2113.6.3 Payment of Awards; Other Terms. Payment of Performance-Based Awards shall be in cash, shares of Stock, other Awards, or a combination thereof, including shares of Stock and/or Awards that are subject to any restrictions deemed appropriate by the Committee, in each case as determined in the sole discretion of the Committee. The Committee may, in its sole discretion, reduce the amount of a payment otherwise to be made in connection with such Performance-Based Awards. The Committee shall specify the circumstances in which such Performance-Based Awards shall be paid or forfeited in the event of termination of Service by the Grantee prior to the end of a Performance Period or settlement of such Performance-Based Awards. In the event payment of the Performance-Based Award is made in the form of another Award subject to Service-based vesting, the Committee shall specify the circumstances in which the payment Award will be paid or forfeited in the event of a termination of Service.13.6.4 Performance Measures. The performance goals upon which the vesting or payment of a Performance-Based Award to a Covered Employee that is intended to qualify as Performance-Based Compensation may be conditioned shall be limited to the following Performance Measures, with or without adjustment (including pro forma adjustments):(a)net earnings or net income;(b)operating earnings;(c)pretax earnings;(d)earnings per share;(e)share price, including growth measures and total stockholder return;(f)new unit growth;(g)new unit return on investment;(h)earnings before interest and taxes;(i)earnings before interest, taxes, depreciation, and/or amortization;(j)earnings before interest, taxes, depreciation, and/or amortization as adjusted to exclude any one or more of the following:·rent costs;·stock-based compensation expense;·income from discontinued operations;·gain on cancellation of debt;·debt extinguishment and related costs;·restructuring, separation, and/or integration charges and costs;·reorganization and/or recapitalization charges and costs;·impairment charges;·merger-related events;·gain or loss related to investments;·sales and use tax settlements; and·gain on non-monetary transactions;(k)sales or revenue growth or targets, whether in general or by type of product, service, or customer;(l)gross or operating margins;(m)return measures, including return on assets, capital, investment, equity, sales, or revenue;(n)cash flow, including:·operating cash flow or fund from operations; A-22·free cash flow, defined as earnings before interest, taxes, depreciation, and/or amortization (as adjusted to exclude any one or more of the items that may be excluded pursuant to the Performance Measure specified in clause (h) above) less capital expenditures;·levered free cash flow, defined as free cash flow less interest expense;·cash flow return on equity; and·cash flow return on investment;(o)productivity ratios;(p)costs, reductions in cost, and cost control measures;(q)expense targets;(r)market or market segment share or penetration;(s)financial ratios as provided in credit agreements of the Company and its subsidiaries;(t)working capital targets;(u)completion of acquisitions of businesses or companies;(v)completion of divestitures and asset sales;(w)regulatory achievements or compliance;(x)customer satisfaction measurements;(y)execution of contractual arrangements or satisfaction of contractual requirements or milestones;(z)product development achievements; and(aa)any combination of the foregoing business criteria.Performance under any of the foregoing Performance Measures (a) may be used to measure the performance of (i) the Company, its Subsidiaries, and other Affiliates as a whole, (ii) the Company, any Subsidiary, any other Affiliate, or any combination thereof, or (iii) any one or more business units or operating segments of the Company, any Subsidiary, and/or any other Affiliate, in each case as the Committee, in its sole discretion, deems appropriate, (b) may be compared to the performance of one or more other companies or one or more published or special indices designated or approved by the Committee for such comparison, as the Committee, in its sole discretion, deems appropriate, and (c) may be stated as a combination of one or more Performance Measures, and on an absolute or relative basis. In addition, the Committee, in its sole discretion, may select performance under the Performance Measure specified in clause (e) above for comparison to performance under one or more stock market indices designated or approved by the Committee. The Committee shall also have the authority to provide for accelerated vesting of any Performance-Based Award based on the achievement of performance goals pursuant to the Performance Measures specified in thisSection 13.13.6.5 Evaluation of Performance. The Committee may provide in any Performance-Based Award that any evaluation of performance may include or exclude any of the following events that occur during a Performance Period: (a) asset write-downs; (b) litigation or claims, judgments, or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (d) any reorganization or restructuring events or programs; (e) extraordinary, non-core, non-operating, or non-recurring items; (f) acquisitions or divestitures; (g) foreign exchange gains and losses; (h) impact of shares of Stock purchased through share repurchase programs; (i) tax valuation allowance reversals; (j) impairment expense; and (k) environmental expense. To the extent such inclusions or exclusions affect Awards to Covered Employees that are intended to qualify as Performance-Based Compensation, such inclusions or exclusions shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility. A-2313.6.6 Adjustment of Performance-Based Compensation. The Committee shall have the sole discretion to adjust Awards that are intended to qualify as Performance-Based Compensation, either on a formula or discretionary basis, or on any combination thereof, as the Committee determines consistent with the requirements of Code Section 162(m) for deductibility.13.6.7 Committee Discretion. In the event that Applicable Laws change to permit Committee discretion to alter the governing Performance Measures without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval, provided that the exercise of such discretion shall not be inconsistent with the requirements of Code Section 162(m). In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth inSection 13.6.4.13.6.8 Status of Awards Under Code Section 162(m). It is the intent of the Company that Performance-Based Awards underSection 13.6 granted to Grantees who are designated by the Committee as likely to be Covered Employees shall, if so designated by the Committee, constitute Qualified Performance-Based Compensation. Accordingly, the terms ofSection 13.6, including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Code Section 162(m). If any provision of the Plan, the applicable Award Agreement, or any other agreement relating to any such Performance-Based Award does not comply or is inconsistent with the requirements of Code Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.14.FORMS OF PAYMENT14.1 General Rule. Payment of the Option Price for the shares of Stock purchased pursuant to the exercise of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units shall be made in cash or in cash equivalents acceptable to the Company.14.2 Surrender of Shares of Stock. To the extent that the applicable Award Agreement so provides, payment of the Option Price for shares of Stock purchased pursuant to the exercise of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units may be made all or in part through the tender or attestation to the Company of shares of Stock, which shall be valued, for purposes of determining the extent to which such Option Price or purchase price has been paid thereby, at their Fair Market Value on the date of such tender or attestation.14.3 Cashless Exercise. To the extent permitted by Applicable Laws and to the extent the Award Agreement so provides, payment of the Option Price for shares of Stock purchased pursuant to the exercise of an Option may be made all or in part by delivery (on a form acceptable to the Committee) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the proceeds of such sale to the Company in payment of such Option Price and/or any withholding taxes described inSection 18.3.14.4 Other Forms of Payment. To the extent that the applicable Award Agreement so provides and/or unless otherwise specified in an Award Agreement, payment of the Option Price for shares of Stock purchased pursuant to exercise of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units may be made in any other form that is consistent with Applicable Laws, including (a) with respect to Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units only, Service rendered or to be rendered by the Grantee thereof to the Company or an Affiliate and (b) with the consent of the Company, by withholding the number of shares of Stock that would otherwise vest or be issuable in an amount equal in value to the Option Price or purchase price and/or the required tax withholding amount. A-2415.REQUIREMENTS OF LAW15.1 General. The Company shall not be required to offer, sell, or issue any shares of Stock under any Award, whether pursuant to the exercise of an Option, a SAR, or otherwise, if the offer, sale, or issuance of such shares of Stock would constitute a violation by the Grantee, the Company, an Affiliate, or any other Person of any provision of the Company’s articles of incorporation or bylaws or of Applicable Laws, including any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration, or qualification of any shares of Stock subject to an Award upon any Stock Exchange or Securities Market or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the offering, sale, issuance, or purchase of shares of Stock in connection with any Award, no shares of Stock may be offered, sold, or issued to the Grantee or any other Person under such Award, whether pursuant to the exercise of an Option, a SAR, or otherwise, unless such listing, registration, or qualification shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of such Award. Without limiting the generality of the foregoing, upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any shares of Stock underlying an Award, unless a registration statement under the Securities Act is in effect with respect to the shares of Stock subject to such Award, the Company shall not be required to offer, sell, or issue such shares of Stock unless the Committee shall have received evidence satisfactory to it that the Grantee or any other Person exercising such Option or SAR or accepting delivery of such shares may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination by the Committee in connection with the foregoing shall be final, binding, and conclusive. The Company may register, but shall in no event be obligated to register, any shares of Stock or other securities issuable pursuant to the Plan pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or a SAR or the issuance of shares of Stock or other securities issuable pursuant to the Plan or any Award to comply with any Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option or SAR that may be settled in shares of Stock shall not be exercisable until the shares of Stock subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option or SAR under circumstances in which the laws of such jurisdiction apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.15.2 Rule 16b-3. During any time when the Company has any class of common equity securities registered under Section 12 of the Exchange Act, it is the intention of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to Section 16(b) of the Exchange Act shall qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Committee does not comply with the requirements of such Rule 16b-3, such provision or action shall be deemed inoperative with respect to such Awards to the extent permitted by Applicable Laws and deemed advisable by the Committee and shall not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to permit the Company to avail itself of the benefits of, the revised exemption or its replacement.16.EFFECT OF CHANGES IN CAPITALIZATION16.1 Changes in Stock. If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of Capital Stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares of Capital Stock for which grants of Options and other Awards may be made under the Plan, including the Share Limit set forth inSection 4.1and the individual share limitations set A-25forth inSection 6.2, shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of shares of Capital Stock for which Awards are outstanding shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant toSection 3.1.2shall, in such manner as the Board or the Committee deems appropriate, adjust (a) the number and kind of shares of Capital Stock subject to outstanding Awards and/or (b) the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding SARs as required to reflect such distribution.16.2 Reorganization in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control. Subject toSection 16.3, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities which does not constitute a Change in Control, any Award theretofore granted pursuant to the Plan shall pertain to and apply to the Capital Stock to which a holder of the number of shares of Stock subject to such Award would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the per share Option Price or SAR Price of any outstanding Option or SAR so that the aggregate Option Price or SAR Price thereafter shall be the same as the aggregate Option Price or SAR Price of the shares of Stock remaining subject to the Option or SAR as in effect immediately prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, any restrictions applicable to such Award shall apply as well to any replacement shares of Capital Stock subject to such Award, or received by the Grantee, as a result of such reorganization, merger, or consolidation. In the event of any reorganization, merger, or consolidation of the Company referred to in thisSection 16.2, Performance-Based Awards shall be adjusted (including any adjustment to the Performance Measures applicable to such Awards deemed appropriate by the Committee) so as to apply to the Capital Stock that a holder of the number of shares of Stock subject to the Performance-Based Awards would have been entitled to receive immediately following such reorganization, merger, or consolidation.16.3 Change in Control in which Awards are not Assumed. Except as otherwise provided in the applicable Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Awards are not being assumed or continued, the following provisions shall apply to such Award, to the extent not assumed or continued:(a) Immediately prior to the occurrence of such Change in Control, in each case with the exception of Performance-Based Awards, all outstanding shares of Restricted Stock, and all Restricted Stock Units, Deferred Stock Units, and Dividend Equivalent Rights shall be deemed to have vested, and all shares of Stock and/or cash subject to such Awards shall be delivered; and one or both of the two (2) actions described below inSections 16.3(a)(i) and(ii) shall be taken:(i) At least fifteen (15) days prior to the scheduled consummation of such Change in Control, all Options and SARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen (15) days. Any exercise of an Option or SAR during this fifteen (15)-day period shall be conditioned upon the consummation of the applicable Change in Control and shall be effective only immediately before the A-26consummation thereof, and upon consummation of such Change in Control, the Plan and all outstanding but unexercised Options and SARs shall terminate, with or without consideration (including, without limitation, consideration in accordance with clause (ii) below) as determined by the Committee in its sole discretion. The Committee shall send notice of an event that shall result in such a termination to all Persons who hold Options and SARs not later than the time at which the Company gives notice thereof to its stockholders.(ii) The Committee may elect, in its sole discretion, to cancel any outstanding Awards of Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, and/or Dividend Equivalent Rights and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or Capital Stock having a value (as determined by the Committee acting in good faith), in the case of Restricted Stock, Restricted Stock Units, Deferred Stock Units, and Dividend Equivalent Rights (for shares of Stock subject thereto), equal to the formula or fixed price per share paid to holders of shares of Stock pursuant to such Change in Control and, in the case of Options or SARs, equal to the product of the number of shares of Stock subject to such Options or SARs multiplied by the amount, if any, by which (x) the formula or fixed price per share paid to holders of shares of Stock pursuant to such transaction exceeds (y) the Option Price or SAR Price applicable to such Options or SARs. For the avoidance of doubt, if the formula or fixed price per share paid to holders of shares of Stock pursuant to such transaction is equal to or less than the Option Price or SAR Price applicable to a given Option or SAR, then such Option or SAR may be cancelled without payment therefore.(b) Performance-Based Awards shall be treated as though target performance has been achieved. After application of thisSection 16.3(b), if any Awards arise from application of thisSection 16, such Awards shall be settled under the applicable provision ofSection 16.3(a).(c) Other Equity-Based Awards shall be governed by the terms of the applicable Award Agreement.16.4 Change in Control in which Awards are Assumed. Except as otherwise provided in the applicable Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Awards are being assumed or continued, the following provisions shall apply to such Award, to the extent assumed or continued:The Plan and the Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other Equity-Based Awards granted under the Plan shall continue in the manner and under the terms so provided in the event of any Change in Control to the extent that provision is made in writing in connection with such Change in Control for the assumption or continuation of such Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other Equity-Based Awards, or for the substitution for such Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other Equity-Based Awards of new stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, dividend equivalent rights, and other equity-based awards relating to the Capital Stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and exercise prices of options and stock appreciation rights.16.5 Adjustments.Adjustments under thisSection 16 related to shares of Stock or other Capital Stock of the Company shall be made by the Committee, whose determination in that respect shall be final, binding, and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. The Committee may provide in the applicable Award Agreement as of the Grant Date, in another agreement with the Grantee, or otherwise in writing at any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those provided inSections 16.1, 16.2, 16.3,and 16.4. This A-27Section 16 shall not limit the Committee’s ability to provide for alternative treatment of Awards outstanding under the Plan in the event of a change in control event involving the Company that is not a Change in Control.16.6 No Limitations on Company. The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets (including all or any part of the business or assets of any Subsidiary or other Affiliate) or to engage in any other transaction or activity.17.PARACHUTE LIMITATIONSThe provisions of thisSection 17 shall apply to all Grantees, unless, with respect to a Grantee, there is a conflict between the provisions of thisSection 17 and the provisions set forth in an agreement between the Grantee and the Company or an Affiliate, in which case the provisions of such agreement shall apply to such Grantee. Each Grantee shall bear all expense of, and be solely responsible for, any Excise Tax imposed on the Grantee; provided, however, in the event that the Accounting Firm shall determine that receipt of all payments or distributions in the nature of compensation to or for the benefit of the Grantee, whether paid or payable pursuant to the Plan or otherwise (the “Payments”) would subject the Grantee to tax under Section 4999 of the Code, the Accounting Firm shall determine whether the Payments shall be reduced (but not below zero) to meet the definition of Reduced Amount. The Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that the Net After-Tax Receipt of unreduced aggregate Payments would be equal to or less than one-hundred ten percent (110%) of the Net After-Tax Receipt of the aggregate Payments if the Payments were reduced to the Reduced Amount.If the Accounting Firm determines that aggregate Payments should be reduced to the Reduced Amount, the Company shall promptly give the Grantee notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under thisSection 17 shall be binding upon the Company and the Grantee and shall be made as soon as reasonably practicable and in no event later than five (5) business days following the effective date of the applicable Change in Control, or such later date on which there has been a Payment. The reduction of the Payments, if applicable, shall be made in the order that would provide the Grantee with the largest amount of after-tax proceeds (with such order, to the extent permitted by Code Sections 280G and 409A designated by the Grantee, or otherwise determined by the Accounting Firm). All fees and expenses of the Accounting Firm in implementing the provisions of thisSection 17 shall be borne by the Company.As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts shall have been paid or distributed by the Company to or for the benefit of the Grantee pursuant to the Plan which should not have been so paid or distributed (“Overpayment”) or that additional amounts which shall have not been paid or distributed by the Company to or for the benefit of the Grantee pursuant to the Plan could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Grantee which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Grantee shall pay any such Overpayment to the Company, without interest; provided, however, that no amount shall be payable by the Grantee to the Company if and to the extent such payment would not either reduce the amount on which the Grantee is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) A-28days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Grantee, without interest.The Company and the Grantee shall provide the Accounting Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by thisSection 17. For purposes of making the calculations required by thisSection 17, the Accounting Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999.18.GENERAL PROVISIONS18.1 Disclaimer of Rights. No provision in the Plan, any Award, or any Award Agreement shall be construed (a) to confer upon any individual the right to remain in the Service of the Company or an Affiliate, (b) to interfere in any way with any contractual or other right or authority of the Company or an Affiliate either to increase or decrease the compensation or other payments to any Person at any time, or (c) to terminate any Service or other relationship between any Person and the Company or an Affiliate. In addition, notwithstanding any provision of the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, in another agreement with the Grantee, or otherwise in writing, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee thereof, so long as such Grantee continues to provide Service. The obligation of the Company to pay any benefits pursuant to the Plan shall be interpreted as a contractual obligation to pay only those amounts provided herein, in the manner and under the conditions prescribed herein. The Plan and Awards shall in no way be interpreted to require the Company to transfer any amounts to a third-party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.18.2 Nonexclusivity of the Plan. Neither the adoption of the Plan nor the submission of the Plan to the stockholders of the Company for approvalshall be construed as creating any limitations upon the right and authority of the Board or the Committee to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board or the Committee in their discretion determine desirable.18.3 Withholding Taxes. The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by Applicable Laws to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any shares of Stock upon the exercise of an Option or pursuant to any other Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay in cash to the Company or an Affiliate, as the case may be, any amount that the Company or such Affiliate may reasonably determine to be necessary to satisfy such withholding obligation; provided that if there is a same-day sale of shares of Stock subject to an Award, the Grantee shall pay such withholding obligation on the day on which such same-day sale is completed. Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or such Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such withholding obligation, in whole or in part, (a) by causing the Company or such Affiliate to withhold shares of Stock otherwise issuable to the Grantee or (b) by delivering to the Company or such Affiliate shares of Stock already owned by the Grantee. The shares of Stock so withheld or delivered shall have an aggregate Fair Market Value equal to such withholding obligation. The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or such Affiliate as of the date on which the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to thisSection 18.3 may satisfy such Grantee’s withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The maximum number of shares of Stock that may be withheld from any Award to satisfy any federal, state, or local tax withholding A-29requirements upon the exercise, vesting, or lapse of restrictions applicable to any Award or payment of shares of Stock pursuant to such Award, as applicable, may not exceed such number of shares of Stock having a Fair Market Value equal to the minimum statutory amount required by the Company or the applicable Affiliate to be withheld and paid to any such federal, state, or local taxing authority with respect to such exercise, vesting, lapse of restrictions, or payment of shares of Stock, or such greater amount as may be permitted under applicable accounting standards.18.4 Captions. The use of captions in the Plan or any Award Agreement is for convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.18.5 Construction. Unless the context otherwise requires, all references in the Plan to “including” shall mean “including without limitation.”18.6 Other Provisions. Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.18.7 Number and Gender. With respect to words used in the Plan, the singular form shall include the plural form, and the masculine gender shall include the feminine gender, as the context requires.18.8 Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.18.9 Governing Law. The validity and construction of the Plan and the instruments evidencing the Awards hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.18.10 Section 409A of the Code. The Plan is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan will be interpreted and administered to be in compliance with Code Section 409A. Any payments described in the Plan that are due within the Short-Term Deferral Period will not be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding any provision of the Plan to the contrary, to the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6)-month period immediately following the Grantee’s Separation from Service will instead be paid on the first payroll date after the six (6)-month anniversary of the Grantee’s Separation from Service (or the Grantee’s death, if earlier).Furthermore, notwithstanding anything in the Plan to the contrary, in the case of an Award that is characterized as deferred compensation under Code Section 409A, and pursuant to which settlement and delivery of the cash or shares of Stock subject to the Award is triggered based on a Change in Control, in no event will a Change in Control be deemed to have occurred for purposes of such settlement and delivery of cash or shares of Stock if the transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder). If an Award characterized as deferred compensation under Code Section 409A is not settled and delivered on account of the provision of the preceding sentence, the settlement and delivery shall occur on the next succeeding settlement and delivery triggering event that is a permissible triggering event under Code Section 409A. No provision of this paragraph shall in any way affect the determination of a Change in Control for purposes of vesting in an Award that is characterized as deferred compensation under Code Section 409A.Notwithstanding the foregoing, neither the Company nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Grantee under Code Section 409A, and neither the A-30Company or an Affiliate nor the Board or the Committee will have any liability to any Grantee for such tax or penalty.18.11 Limitation on Liability. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan, any Award, or any Award Agreement. Notwithstanding any provision of the Plan to the contrary, neither the Company, an Affiliate, the Board, the Committee, nor any person acting on behalf of the Company, an Affiliate, the Board, or the Committee will be liable to any Grantee or to the estate or beneficiary of any Grantee or to any other holder of an Award under the Plan by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Code Section 422 or Code Section 409A or by reason of Code Section 4999, or otherwise asserted with respect to the Award; provided, that thisSection 18.11 shall not affect any of the rights or obligations set forth in an applicable agreement between the Grantee and the Company or an Affiliate.To record adoption of the Plan by the Board as of October 20, 2015 and approval of the Plan by the Company’s stockholder as of October 20, 2015, the Company has caused its authorized officer to execute the Plan.FOUR CORNERS PROPERTY TRUST, INC. By:1a.William H. Lenehan ☐ ☐ ☐ Name: Title: A-31AMENDMENT NO. 1TO THEFOUR CORNERS PROPERTY TRUST, INC. 2015 OMNIBUS INCENTIVE PLANThis Amendment No. 1 (this “Amendment”) to the Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan (the “Plan”) was adopted by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Four Corners Property Trust, Inc. (the “Company”) on December 23, 2015, and such adoption was ratified by the Board on December 23, 2015. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to them in the Plan.1. Section 18.9 of the Plan is hereby amended to read in its entirety as follows:18.9 Governing Law. The validity and construction of the Plan and the instruments evidencing the Awards hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.To record the adoption of this Amendment of the Plan by the Committee on December 23, 2015, and the ratification of such adoption by the Board on December 23, 2015, the Company has caused its authorized officer to execute this Amendment. FOUR CORNERS PROPERTY TRUST, INC.1b.Douglas B. Hansen ☐ ☐ ☐ By:1c./s/ James L. BratJohn S. Moody☐ ☐ ☐ Name:James L. Brat1d. Marran H. Ogilvie ☐ ☐ ☐ Title:Secretary and General Counsel1e. Paul E. Szurek ☐ ☐ ☐ Date:1f. Charles L. Jemley ☐ ☐ ☐ 1g. Eric S. Hirschhorn ☐ ☐ ☐ The Board of Directors recommends that you vote FOR proposals 2 and 3. For Against Abstain 2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 23, 201531, 2018.☐ ☐ ☐ 3. To approve, on a non-binding advisory basis, the compensation of our named executive officers. ☐ ☐ ☐ Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date E43116-P03332 A-32