ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN

OFFICERS

On February 27, 2020, the Board of Directors of Spirit Realty Capital, Inc. (the "Company") approved certain changes to the second amended and restated employment agreement with Jackson Hsieh, the Company's Chief Executive Officer and President, dated February 22, 2020, which was described in the Company's most recent Annual Report on Form 10-K (the "Hsieh Agreement"). The terms and conditions of the Hsieh Agreement remain the same, except that (i) the reimbursement of legal and compensation consultant fees associated with the Agreement was reduced to $35,000 (from $50,000) and (ii) Exhibit B was replaced with a new form of Performance Share Award Agreement (the "Amended Form of PSA Agreement"). The terms and conditions of the Amended Form of PSA Agreement are the same as the original form of performance share award agreement, except that Mr. Hsieh shall be entitled to the accelerated vesting treatment on a change in control only if such award is not assumed or replaced by the surviving or successor entity. The Company and Jackson Hsieh entered into the new second amended and restated employment agreement based on the forgoing changes on February 27, 2020.

The foregoing description of the Hsieh Agreement and the Amended Form of PSA Agreement is qualified in its entirety by reference to the Hsieh Agreement, which is attached hereto as Exhibit 10.1 and which includes the Amended Form of PSA Agreement as Exhibit B thereto, incorporated herein by reference.

In addition, on February 27, 2020, the Company entered into amendments to the existing employment agreements with each of Mr. Michael Hughes, Executive Vice President and Chief Financial Officer (the "Hughes Amendment"), Mr. Jay Young, Executive Vice President, General Counsel and Secretary (the "Young Amendment"), and Mr. Kenneth Heimlich, Executive Vice President Asset Management (the "Heimlich Amendment" and together with the Hughes Amendment and the Young Amendment, the "Amendments"). The terms and conditions of each employment agreement are the same as in the original employment agreement, except that:



   •  long-term incentive awards granted to the executive are expected to be
      allocated 40% as time-vesting awards and 60% as performance-vesting awards
      (rather than 50/50); and


   •  upon a termination of the executive's employment without cause, for good
      reason or due to his death or disability, the equity and/or long-term
      incentive awards granted to the executive in 2020 or later will vest at the
      greater of "target" performance and actual performance of applicable
      performance goals through the termination date.

The foregoing description of the Amendments is qualified in its entirety by reference to the Hughes Amendment, Young Amendment and Heimlich Amendment, which are attached hereto as Exhibit 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.

In addition,

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS




(d) Exhibits.





10.1     Second Amended and Restated Employment Agreement among Spirit Realty
       Capital, Inc. and Jackson Hsieh, dated February 27, 2020.

10.2     Amendment to Employment Agreement, dated February 27, 2020, by and
       between Spirit Realty Capital, Inc. and Michael Hughes.

10.3     Amendment to Amended and Restated Employment Agreement, dated February
       27, 2020, by and between Spirit Realty Capital, Inc. and Jay Young.

10.4     Amendment to Employment Agreement, dated February 27, 2020, by and
       between Spirit Realty Capital, Inc. and Kenneth Heimlich.

       Cover Page Interactive Data File (embedded within the Inline XBRL
104    document).

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