0000751364-12-000005 Sample Contracts

DEPOSIT AGREEMENT
Deposit Agreement • May 4th, 2012 • National Retail Properties, Inc. • Real estate investment trusts • Maryland

This DEPOSIT AGREEMENT is made and entered into as of February 23, 2012 by and among National Retail Properties, Inc., a Maryland corporation (the “Company”), American Stock Transfer & Trust Company, LLC, as Depositary, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

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National Retail Properties, Inc. Restricted Stock Award Agreement - Service
Restricted Stock Award Agreement - Service • May 4th, 2012 • National Retail Properties, Inc. • Real estate investment trusts

This Restricted Stock Award Agreement (this “Agreement”) is entered into between National Retail Properties, Inc., a Maryland corporation (the “Company”), and _____________ (the “Participant”) pursuant to the Stock Award granted to the Participant effective as of ____________ (the “Date of Grant”), pursuant to the terms of and under the National Retail Properties, Inc. 2007 Performance Incentive Plan (the “Plan”). In consideration of the mutual promises and covenants made herein and the terms and conditions of the Plan, which is wholly incorporated herein by reference, the parties hereby agree as follows:

Sample 1Sample 2
National Retail Properties, Inc. Restricted Stock Award Agreement - Performance
Restricted Stock Award Agreement • May 4th, 2012 • National Retail Properties, Inc. • Real estate investment trusts

This Restricted Stock Award Agreement (this “Agreement”) is entered into between National Retail Properties, Inc., a Maryland corporation (the “Company”), and ____________ (the “Participant”) pursuant to the Stock Award granted to the Participant effective as of _____________ (the “Date of Grant”), pursuant to the terms of and under the National Retail Properties, Inc. 2007 Performance Incentive Plan (the “Plan”). In consideration of the mutual promises and covenants made herein and the terms and conditions of the Plan, which is wholly incorporated herein by reference, the parties hereby agree as follows:

Sample 1
National Retail Properties, Inc. Restricted Stock Award Agreement – Special Grant
Restricted Stock Award Agreement – Special Grant • May 4th, 2012 • National Retail Properties, Inc. • Real estate investment trusts

This Restricted Stock Award Agreement (this “Agreement”) is entered into between National Retail Properties, Inc., a Maryland corporation (the “Company”), and ____________ (“Participant”) pursuant to the Stock Award granted to Participant effective as of ____________ (the “Date of Grant”), pursuant to the terms of and under the National Retail Properties, Inc. 2007 Performance Incentive Plan (the “Plan”). In consideration of the mutual promises and covenants made herein and the terms and conditions of the Plan, which is wholly incorporated herein by reference, the parties hereby agree as follows:

Sample 1
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