8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  November 29, 2023

Global Net Lease, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-37390	45-2771978
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

650 Fifth Avenue, 30th Floor

New York, New York 10019

(Address, including zip code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (212) 415-6500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.01 par value per share	GNL	New York Stock Exchange
7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share	GNL PR A	New York Stock Exchange
6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	GNL PR B	New York Stock Exchange
7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	GNL PR D	New York Stock Exchange
7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	GNL PR E	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of 2024 Annual Bonus Performance Program

On December 1, 2023, the Board of Directors (the “Board”) of Global Net Lease, Inc., a Maryland corporation (the “Company”), upon the recommendation of the Compensation Committee of the Board (the “Committee”) made on November 29, 2023, adopted the 2024 Annual Bonus Program (the “Bonus Program”).

The Bonus Program provides eligible participants, including Mr. Edward M. Weil, Jr., the Company’s Co-Chief Executive Officer, Mr. Christopher Masterson, the Company’s Chief Financial Officer, Treasurer and Secretary, and Mr. Jesse Galloway, the Company’s Executive Vice President and General Counsel, with the opportunity to earn an annual cash bonus award subject to the achievement of performance goals. The performance goals under the Bonus Program are generally based on adjusted funds from operations (AFFO) per share, investment grade tenants as a percentage of annualized straight-line rent, achievement of synergies following the Company’s merger with The Necessity Retail REIT, Inc. (“RTL”) and following both companies’ internalization of their advisory and management functions, and individual and role specific performance.

The Board further, upon the prior recommendation of the Committee, approved the threshold, target, and maximum bonus opportunities (as a percentage of their annual base salaries) for eligible participants under the Bonus Program for calendar year 2024, which for Messrs. Weil, Masterson, and Galloway are set forth in the table below.

Additional detail regarding the Bonus Program will be provided in the Company’s proxy statement filed in connection with the Company’s 2024 annual meeting of stockholders, and a description of the Company and individual performance against the Bonus Program’s performance goals will be provided following the conclusion of the performance period under the Bonus Program in the Company’s proxy statement filed in connection with the Company’s 2025 annual meeting of stockholders.

Name	Title	Threshold (Percentage of Base Salary)	Target (Percentage of Base Salary)	Maximum (Percentage of Base Salary)
Edward M. Weil, Jr.	Co-Chief Executive Officer	-	50%*	100%*
Christopher Masterson	Chief Financial Officer, Treasurer and Secretary	85%	159%	235%
Jesse Galloway	Executive Vice President, General Counsel	120%**	200%**	300%**

* Represents Mr. Weil’s minimum bonus opportunity under his employment agreement with the Company. Mr. Weil’s employment agreement provides for payment of a bonus 50% in cash and 50% in equity which may be subject to vesting in equal monthly installments with 100% fully vested by April 30, 2025.

** Mr. Galloway’s bonus is payable 50% in cash and 50% in equity which may be subject to vesting in three equal installments over the first three anniversaries of the date of grant.

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The foregoing description is qualified in its entirety by reference to the Bonus Program, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

New Forms of RSU Award Agreement

On November 29, 2023, the Committee adopted two new forms of Restricted Stock Unit Agreement to grant awards of restricted stock units (“RSUs”) pursuant to the Company’s 2021 Omnibus Incentive Compensation Plan (as amended and restated, the “2021 Plan”) to (i) full-time employees of the Company and its Affiliates (as defined in the 2021 Plan) other than Messrs. Weil and Galloway (the “Form A RSU Award Agreement”), and to (ii) Messrs. Weil and Galloway (the “Form B RSU Award Agreement”). The RSUs will vest, if at all, generally subject to the applicable participant’s continued employment with the Company through the applicable vesting date, subject to earlier vesting (in whole or in part) in connection with certain qualifying termination events. The RSUs will be credited with dividend equivalents, which will be subject to the same vesting restrictions and payment conditions as the RSUs to which such dividend equivalents relate. Vested RSUs will be settled in shares of the Company’s common stock, $0.01 par value per share (“Common Stock”) upon or as soon as reasonably practicable following the applicable vesting date (and in no event later than March 15^th of the calendar year following the calendar year in which the applicable vesting date occurs).

The foregoing description is qualified in its entirety by reference to the form of Form A RSU Award Agreement and the form of Form B RSU Award Agreement, copies of which are attached hereto as Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.

New Forms of PSU Award Agreement

On November 29, 2023, the Committee adopted two new forms of Performance Stock Unit Agreement to grant awards of performance-based stock units (“PSUs”) pursuant to the 2021 Plan to (i) full-time employees of the Company and its Affiliates other than Mr. Weil (the “Form A PSU Award Agreement”), and to (ii) Mr. Weil (the “Form B PSU Award Agreement”). The PSUs may be earned based on the achievement of certain performance metrics over the designated performance period, generally subject to the applicable participant’s continued employment with the Company through the last day of the designated performance period, subject to earlier vesting (in whole or in part) in connection with certain qualifying termination events. The PSUs will be credited with dividend equivalents, which will be subject to the same vesting restrictions and payment conditions as the PSUs to which such dividend equivalents relate. Vested PSUs will be settled into shares of the Company’s Common Stock within 75 days following the earliest of the last day of the applicable performance period or certain earlier termination events.

The foregoing description is qualified in its entirety by reference to the form of Form A PSU Award Agreement and the form of Form B PSU Award Agreement, copies of which are attached hereto as Exhibit 10.4 and Exhibit 10.5, respectively, and are incorporated herein by reference.

Annual Grants of RSUs and PSUs

Following the Company’s merger with RTL, and following both companies’ internalization of their advisory and management functions (which involved, among other things, hiring and compensating the Company’s own workforce), the Committee completed its review and analysis of the Company’s long-term equity incentive program and, in connection with this, approved grants of RSUs and PSUs under the 2021 Plan (described in greater detail below) as the first annual grants that are intended to form a part of such program.

The Company’s long-term equity incentive program is intended to be consistent with a standard REIT industry practice and reflect a pay-for-performance structure. The Committee’s expectation is that the Company’s long-term equity incentive program would, on an annual basis for at least the next three years, provide for grants of long-term equity incentive awards that vest over a three-year period and are weighted towards performance-based awards, consistent with the first annual grants, to be approved annually by the Committee. This structure is intended to create a greater connection between our multi-year performance and the actual payouts realized by the Company’s executive officers and other eligible employees. In accordance with the Committee’s charter, the structure of the Company’s long-term equity incentive program and the Company’s executive compensation philosophy more broadly will continue to be subject to the Committee’s ongoing evaluation and review.

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Consistent with this philosophy, as part of its annual long-term equity incentive award cycle, on November 29, 2023, the Committee approved grants of RSUs and PSUs under the 2021 Plan to Messrs. Weil, Masterson, and Galloway, as set forth in the table below. The RSUs awarded to Mr. Masterson will be granted pursuant to the Form A RSU Award Agreement, and the RSUs awarded to Messrs. Weil and Galloway will be granted pursuant to the Form B RSU Award Agreement. The RSUs will vest, if at all, in three substantially equal installments on each of the first, second, and third anniversaries of October 1, 2023, generally subject to continued employment with the Company through the applicable vesting date, subject to earlier vesting (in whole or in part) in connection with certain qualifying termination events. The PSUs awarded to Messrs. Masterson and Galloway will be granted pursuant to the Form A PSU Award Agreement, and the PSUs awarded to Mr. Weil will be granted pursuant to the Form B PSU Award Agreement. The PSUs will vest, if at all, upon the date on which the Committee determines and certifies the extent to which the performance goals applicable to the PSUs have been achieved, which will occur as soon a practicable following September 30, 2026, the last day of the applicable performance period. The performance goals applicable to the PSUs are, generally, a three-year relative TSR goal as compared to the MSCI US REIT index, a three-year relative TSR goals as compared to a custom designed peer group, and a three-year absolute TSR goal. The vesting of the PSUs is further generally subject to the applicable participant’s continued employment with the Company through the last day of the performance period, subject to earlier vesting (in whole or in part) in connection with certain qualifying termination events.

Name	Title	Number of RSUs	Number of PSUs
			Threshold	Target	Maximum
Edward M. Weil, Jr.	Co-Chief Executive Officer	125,994	107,265	214,529	589,955
Christopher Masterson	Chief Financial Officer, Treasurer and Secretary	46,198	39,331	78,661	216,317
Jesse Galloway	Executive Vice President, General Counsel	30,449	25,923	51,845	142,573

One-Time RSU Grants

On November 29, 2023, the Committee approved one-time grants under the 2021 Plan of 29,096 RSUs to Mr. Masterson pursuant to the Form A RSU Award Agreement and 17,905 RSUs to Mr. Galloway pursuant to the Form B RSU Award Agreement in respect of their continuing efforts overseeing the transition to internalized management following the merger of the Company with RTL. The RSUs will vest, if at all, in three substantially equal installments on each of the first, second, and third anniversaries of October 1, 2023, generally subject to continued employment with the Company through the applicable vesting date, subject to earlier vesting (in whole or in part) in connection with certain qualifying termination events.

The statements in this Current Report on Form 8-K that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. The words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,” “intends,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks associated with the recently completed merger with The Necessity Retail REIT, Inc. and the internalization of Company's property management and advisory functions; the geopolitical instability due to the ongoing military conflict between Russia and Ukraine and Israel and Hamas, including related sanctions and other penalties imposed by the U.S. and European Union, and the related impact on the Company, the Company's tenants and the global economy and financial markets; that any potential future acquisition by the Company is subject to market conditions and capital availability and may not be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements are set forth in the Risk Factors section of the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2022, its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2023, June 30, 2023, and September 30, 2023, respectively and all other filings with the Securities and Exchange Commission, as such risks, uncertainties and other important factors may be updated from time to time in the Company's subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

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Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description
10.1	2024 Annual Bonus Program
10.2	Form of Restricted Stock Unit Award Agreement (Form A)
10.3	Form of Restricted Stock Unit Award Agreement (Form B)
10.4	Form of Performance Stock Unit Award Agreement (Form A)
10.5	Form of Performance Stock Unit Award Agreement (Form B)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Certain schedules and similar attachments have been omitted in reliance on Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the Securities and Exchange Commission or its staff upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GLOBAL NET LEASE, INC.
Date: December 1, 2023	By:	/s/ James L. Nelson
		Name: James L. Nelson
		Title: Co-Chief Executive Officer and President

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EX-10.1

Exhibit 10.1

GLOBAL NET LEASE, INC.
2024 Annual BONUS PROGRAM

1. PURPOSE

The purpose of this Bonus Program is to (a) attract, retain and motivate employees, (b) align the compensation of the employees of the Company or its subsidiaries with the goals of the Company, by providing “at-risk” short-term performance incentive compensation opportunities in the form of performance bonuses to designated employees of the Company or its subsidiaries, and (c) reward employees for achieving Performance Goals established by the Committee as set forth in this Bonus Program.

2. DEFINITIONS

Terms used but not otherwise defined in this Bonus Program have the meaning assigned to them in this Section:

(a)            “Board” means the Board of Directors of the Company.

(b)            “Bonus” means a cash payment made to Participant granted pursuant to, and subject to the terms of this Bonus Program.

(c)            “Bonus Program” means this Global Net Lease, Inc. 2024 Annual Bonus Program.

(d)            “Committee” means the Board or a duly appointed committee of the Board to which the Board has delegated its powers and functions hereunder.

(e)            “Company” means Global Net Lease, Inc., a Maryland corporation.

(f)            “Individual Maximum Bonus” means the maximum bonus for each Participant listed on Exhibit A hereto.

(g)            “Individual Target Bonus” means the target bonus for each Participant listed on Exhibit A hereto.

(h)            “Individual Threshold Bonus” means the threshold bonus for each Participant listed on Exhibit A hereto.

(i)            “Participant” means each eligible person listed on Exhibit A hereto, and such other employees, directors or officers of the Company or its subsidiaries, as designated by the Committee from time-to-time, in its sole discretion.

(j)            “Performance Goals” means the performance goals, criteria, formulas and standards listed on Exhibit B hereto.

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3. ADMINISTRATION

This Bonus Program shall be administered by the Committee. The Committee shall have the authority, in its sole discretion, to make all determinations, perform all acts and exercise all powers and authority necessary or advisable to administer the Bonus Program. The Committee’s determinations and acts hereunder shall be final and binding.

4. PERFORMANCE-BASED CASH AWARDS

(a)            AWARD GRANTS. Each Participant shall be eligible to receive a Bonus based on the Participant’s Individual Target Bonus, Individual Maximum Bonus or Individual Threshold Bonus (together, the “Bonus Tiers”) and the level of attainment of the Performance Goals, as determined by the Committee in accordance with the terms of this Bonus Program.

(b)            PAYMENT DATE. Any earned Bonuses shall be paid in calendar year 2025 (and prior to March 15, 2025) at such time(s) as determined by the Committee. Unless otherwise determined by the Committee in its sole discretion or pursuant to an effective employment agreement by and between the Company and a Participant, no Bonus or pro rata portion thereof shall be payable to any individual whose employment with the Company or its subsidiaries has ceased prior to the date(s) such Bonus is paid.

(c)            FORM OF PAYMENT. Bonuses shall be paid at the time payment is otherwise due hereunder in cash, except as otherwise provided in an effective employment agreement by and between the Company and a Participant.

5.            RECOUPMENT. All Bonuses granted or payable hereunder will be subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act Clawback Policy, and in furtherance will be subject to: (a) any compensation recapture policies adopted or established by the Board or the Committee from time to time, as the Board or Committee deems advisable, to the extent permitted by applicable law and applicable stock exchange rules, and (b) any compensation recapture policies to the extent required pursuant to any applicable law or the rules and regulations of any national securities exchange on which the shares of the Company’s stock are then traded.

6.            UNFUNDED PLAN. This Bonus Program and all Bonuses granted or payable hereunder are, individually and in the aggregate, intended to constitute an “unfunded” plan. Amounts payable pursuant to this Bonus Program will be payable from the general assets of the Company and no special or separate reserve, fund or deposit will be made to assure payment of such amounts. No Participant, beneficiary or other person will have any right, title or interest in any fund or in any specific asset of any member of the Company by reason of receiving a Bonus under this Bonus Program. Neither the acceptance of a Bonus under this Bonus Program, nor any actions taken pursuant to this Bonus Program, will create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company on the one hand, and a Participant, their beneficiary or other person on the other hand.

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EXHIBIT A

[Attached]

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EXHIBIT B

Performance Goals

			Performance Range
Position	Performance Metrics	Weighting	Threshold	Target	Maximum
CEO	AFFO Per Share	40%
	Investment Grade Tenants as % Adjusted Annualized Straight Line Rent	15%
	Achievement of Synergies ($ in millions)	25%
	Individual & Role Specific Performance	20%
Other Participants	AFFO Per Share	35%
	Investment Grade Tenants as % Adjusted Annualized Straight Line Rent	15%
	Achievement of Synergies ($ in millions)	25%
	Individual & Role Specific Performance	25%

If the Performance Goals fall between the percentiles specified in the table above, the percentage of the Bonus payable shall be determined on a straight-line interpolated basis. In no event shall the percentage of the Bonus payable be more than the Participant’s Maximum Bonus set forth in Exhibit A.

For purposes of this Exhibit B:

“AFFO per Share” means net income or net loss, computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gain and loss from the sale of certain real estate assets, gain and loss from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the Company, in each case determined consistently with the standards established by the Board of Governors of NAREIT, as restated in a White Paper approved by the Board of Governors of NAREIT effective December 2018, as amended from time to time, adjusted to exclude merger and transaction costs, costs related to the 2023 proxy contest and settlement costs related to the Blackwells/Related Parties litigation, debt extinguishment costs, fire loss and other costs related to damages at the Company’s properties, further adjusted to exclude unrealized gain and loss on derivative instruments on foreign currency transactions, gain or loss on investments, amortization of above-market and below-market leases intangibles, amortization of deferred financing costs, straight-line rent, and equity-based compensation costs in each case determined in a manner consistent with “Adjusted Funds From Operations” as described and calculated by the Company and included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Non-GAAP Financial Measures”, determined on a per-common share basis using the weighted average number of Company common shares outstanding on the applicable date as reflected in the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

“Adjusted Annualized Straight-Line Rent” means rental income calculated in accordance with GAAP on an annualized basis as of December 31, 2024, as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, under the heading “Management Discussion and Analysis of Financial Condition and Results of Operations”, under the sub-heading “Properties”, adjusted to add back the straight-line rent derived from leases in place with Investment Grade Tenants for which the underlying assets were disposed of, following approval by the Board, between January 1, 2024 and December 31, 2024. For illustration purposes, assume that actual annualized straight-line rent based on leases in place as of December 31, 2024 was $750 million, and that $400 million, or 53% of such annualized straight-line rent, was derived from leases in place with Investment Grade Tenants. However, assume further that during calendar year 2024, the Board approved the disposition of a portfolio of assets that would have generated an additional approximately $32 million in straight-line rent on an annualized basis, all from Investment Grade Tenants, if the applicable assets had been owned as of December 31, 2024. In this case, adjusted annualized straight-line rent would be equal to $750 million plus $32 million, or approximately $782 million. The total adjusted annualized straight-line rent generated from Investment Grade Tenants would equal $400 million plus $32 million, or $432 million / 55% of annualized straight-line rent ($432 million / $782 million).

“Individual & Role Specific Performance” means performance against individual and role-specific goals determined no later than 90 calendar days following the commencement of the Individual Performance Period, as determined (i) for the Company’s executive officers, by the Committee; and (ii) for Participants who are not executive officers, by the Co-Chief Executive Officers of the Company, as communicated to and approved by the Committee, and as communicated to the applicable individual Participant no later than 90 calendar days following the commencement of the Individual Performance Period. With respect to Participants whose employment commences during the Individual Performance Period, such Individual & Role Specific Performance goals will be determined and communicated to the Participant within 90 calendar days following the commencement of such Participant’s employment or service.

“Individual Performance Period” means January 1, 2024 through December 31, 2024.

“Investment Grade Tenant” means tenants who have actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade ratings (which may include actual ratings of the tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or tenants that are identified as investment grade by using a proprietary Moody’s analytical tool, which generates an implied rating by measuring an entity’s probability of default, as of December 31, 2024. For the avoidance of doubt, the percentage of investment grade tenants shall be the percentage reported by the Company in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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“Synergies” means (i) the sum of (a) $85.0 million (equal to the asset management and property management fees incurred by each of the Company and The Necessity Retail REIT, Inc. (referred to in this definition as “RTL”) for the year ended December 31, 2022, as reflected on the Company’s and RTL’s respective audited financial statements for the year ended December 31, 2022, and set forth on Schedule 1 hereto); plus (b) $50.1 million (equal to the amount of “General & Administrative” expenses incurred by the Company and RTL for the year ended December 31, 2022, as reflected on the Company’s and RTL’s respective audited financial statements for the fiscal year ended December 31, 2022, and set forth on Schedule 1 hereto); less (ii) the product of (a) the amount of “General & Administrative” expenses incurred by GNL for the quarter ended September 30, 2024, as reflected on the Company’s Quarterly Report on Form 10-Q as of and for the period ended September 30, 2024, and (b) four.

Notwithstanding anything herein to the contrary, the Committee shall have discretion to adjust the Performance Goals, or the metrics used to determine achievement of the Performance Goals, to reflect (A) a change in accounting standards or principles, (B) a significant acquisition or divestiture, (C) a significant capital transaction, (D) a change to or difference in the applicable fiscal year, or (E) any other unusual, nonrecurrent or other extraordinary event or item.

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Schedule 1

Synergies Calculation

($ in 000’s)

EX-10.2

Exhibit 10.2

GLOBAL NET LEASE, Inc.

Form of RSU Agreement

Pursuant to the

2021 Omnibus Incentive Compensation Plan of

Global Net Lease, Inc.

AGREEMENT (this “Agreement”), dated as of GRANT DATE (the “Grant Date”) between Global Net Lease, Inc., a Maryland corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and FIRST LAST (the “Participant”).

Preliminary Statement

Subject to the terms and conditions set forth herein, the Committee hereby grants the Participant the number of Restricted Stock Units specified in Section 1, as an Eligible Person, on the Grant Date and subject to the terms and conditions set forth in the 2021 Omnibus Incentive Compensation Plan of Global Net Lease, Inc., as it may be amended from time to time (the “Plan”) and this Agreement (the “RSUs”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations.

Accordingly, the parties hereto agree as follows:

1.            Grant of Restricted Stock Units. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, effective on the Grant Date, the Company hereby awards to the Participant # OF SHARES RSUs. Each RSU represents an unfunded, unsecured right to receive a Share on the Payment Date(s) specified in Section 2(c) hereof.

2.            Vesting.

(a)            The RSUs granted pursuant to Section 1 shall vest on the dates (each a “Vesting Date”) and in the cumulative number of RSUs provided in the table below, rounded to the nearest whole RSU; provided that the Participant has been continuously employed through the applicable Vesting Date. For purposes of this Agreement, “Vesting Commencement Date” means [_____]. There shall be no proportionate or partial vesting in the periods between the vesting dates.

Vesting Date	Cumulative Vested Percentage
[First anniversary of the Vesting Commencement Date]	[33.33%]
[Second anniversary of the Vesting Commencement Date]	[66.66%]
[Third anniversary of the Vesting Commencement Date]	[100%]

(b)            Termination; Forfeiture.

(i)            Except as expressly provided in Section 2(b)(i)(A) or (B) or in an employment agreement by and between the Participant and the Company in effect as of the date of the Participant’s Termination, upon the Participant’s Termination for any reason or no reason, the Participant shall immediately forfeit, without compensation and without further action by any party, any and all unvested RSUs.

Notwithstanding the foregoing, upon the Participant’s Termination:

(A) due to a Qualifying Termination (as defined in Exhibit A attached hereto) other than within sixty (60) days immediately preceding or two (2) years immediately following a Change of Control, the RSUs that would have vested upon the next Vesting Date that follows the date of the Participant’s Termination shall become immediately vested upon such Termination (and the date of such Termination shall be the “Vesting Date” for purposes of Section 2(c) hereof); or

(B) (1) due to the Participant’s death or Disability (as defined in Exhibit A attached hereto) or (2) due to a Qualifying Termination, in either case within sixty (60) days immediately preceding or two (2) years immediately following a Change of Control, all of the outstanding and unvested RSUs shall automatically vest upon such Termination (or, with respect to a Termination that occurs within sixty (60) days immediately preceding a Change of Control, immediately upon the Change of Control), and the date of such Termination or Change of Control, as applicable, shall be the “Vesting Date” for purposes of Section 2(c) hereof.

(ii)           The vesting of any of the RSUs described in Section 2(b)(i)(A) or (B) is conditioned upon (x) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject, and (y) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that the Participant has or may have against the Company and its Affiliates and their respective officers, directors, employees, shareholders, agents, representatives, and advisors (in a form satisfactory to the Company and that is delivered to the Participant no later than the date of the Participant’s Termination), with such release of claims to become fully effective no later than sixty (60) days following the Participant’s Termination.

(c)            Payment. The Company shall, as soon as reasonably practicable following a Vesting Date (and in no event later than March 15^th of the calendar year following the calendar year in which the applicable Vesting Date occurs) (each, a “Payment Date”), deliver (or cause to be delivered) to the Participant one Share with respect to each vested RSU, as settlement of such RSU and each such RSU shall thereafter be cancelled.

(d)            Withholding. Unless otherwise directed or permitted by the Committee, the Participant shall pay or provide for all applicable withholding taxes in respect of the vesting of the RSUs by (i) remitting the aggregate amount of such taxes to the Company in full, by cash, or by check, bank draft or money order payable to the order of the Company, (ii) to the extent permitted by the Company, having the Employer withhold, from Shares delivered upon settlement of the RSUs, a number of whole Shares having a Fair Market Value equal to an amount necessary to satisfy all required federal, state, local and other non-U.S. withholding obligations using up to the maximum statutory withholding rates, as determined by the Company, for federal, state, local or non-U.S. tax purposes, including payroll taxes, or (iii) to the extent permitted by the Company, by making arrangements with the Company to have such taxes withheld from other compensation due to the Participant.

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3.            Dividend Equivalents. With respect to ordinary cash dividends in respect of Shares covered by any outstanding RSUs, on the payment date of the dividend, a separate account maintained for the Participant for bookkeeping purposes only on the books and records of the Company shall be credited with dividend equivalents in an amount equal to the dividends that would have been paid to the Participant if one (1) Share had been issued on the Grant Date for each RSU granted to the Participant as set forth in this Agreement (the “Dividend Equivalent”), and will be held without interest thereon until delivered to the Participant (if at all). A Dividend Equivalent shall be subject to the same vesting restrictions and payment conditions as the RSUs to which such Dividend Equivalent relates, as set forth in Section 2, and shall be paid on the same date as the RSU to which it is attributable is settled in accordance with Section 2(c) hereof (or forfeited at the same time that the RSUs are forfeited). Dividend Equivalents credited shall be distributed in cash. Any Dividend Equivalents in respect of RSUs that do not vest, shall be forfeited and retained by the Company. For the avoidance of doubt, (i) if a RSU does not ultimately become vested hereunder, no Dividend Equivalent payments shall be made with respect to such unvested RSU, and (ii) in no event shall a Dividend Equivalent be paid that would result in the Participant receiving both the Dividend Equivalent and the actual dividend with respect to a RSUs and the corresponding Share. This award of RSUs and all Dividend Equivalents hereunder are, individually and in the aggregate, intended to constitute an “unfunded” plan. Amounts payable pursuant to this Agreement will be payable from the general assets of the Company and no special or separate reserve, fund or deposit will be made to assure payment of such amounts. No Participant, beneficiary or other person will have any right, title or interest in any fund or in any specific asset of any member of the Company by reason of being party to this Agreement. Neither the acceptance of this Agreement, nor any actions taken pursuant to this Agreement, will create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company on the one hand, and Participant, their beneficiary or other person on the other hand.

4.            RSU Transfer Restrictions. Unless otherwise determined by the Committee, RSUs may not be directly or indirectly transferred, sold, assigned, pledged, hypothecated, encumbered or otherwise disposed of whether for value or for no value and whether voluntarily or involuntarily (including by operation of law) by the Participant (a “Transfer”) other than by will or by the laws of descent and distribution, and any other purported Transfer shall be void and unenforceable against the Company and its Affiliates.

5.            Rights as a Stockholder. Until the RSUs are settled in accordance with Section 2(c), the Participant shall have no rights as a stockholder with respect to Shares covered by RSUs.

6.            Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.

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7.            Recoupment. The RSUs granted hereunder are subject to the Company’s Dodd-Frank Clawback Policy, as it may be amended from time to time, to the extent such policy is applicable to the Participant and/or any other Company recoupment policies or procedures that may be required under Applicable Laws or otherwise adopted by the Company or incorporated into any or other made part of the Plan or this Agreement.

8.            Notices. All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:

(a)            unless otherwise specified by the Company in a notice delivered by the Company in accordance with this Section 8, any notice required to be delivered to the Company shall be properly delivered if delivered to:

Global Net Lease, Inc.

650 Fifth Ave., 30th Floor

New York, NY 10019
Attention: General Counsel

(b)            if to the Participant, to the address on file with the Employer.

Any notice, demand or request, if made in accordance with this Section 8 shall be deemed to have been duly given: (i) when delivered in person; (ii) three days after being sent by United States mail; (iii) effective immediately when sent via email; or (iv) on the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service.

9.            No Right to Employment/Consultancy/Directorship. This Agreement shall not give the Participant or other Person any right to employment, consultancy or directorship by the Employer, or limit in any way the right of the Employer to terminate the Participant’s employment, consultancy or directorship at any time.

10.            Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT, FOR ITSELF, ITS AFFILIATES, HEIRS, SUCCESSORS, ASSIGNS, AS APPLICABLE, hereby irrevocably and unconditionally waives to the fullest extent permitted by applicable law all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to the actions of the parties hereto or their respective affiliates pursuant to THE PLAN OR this Agreement or in the negotiation, administration, performance or enforcement of THE PLAN OR this Agreement.

11.            Severability of Provisions. If at any time any of the provisions of this Agreement shall be held invalid or unenforceable, or are prohibited by the laws of the jurisdiction where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of the activities restricted, or for any other reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court or other body having jurisdiction over this Agreement and the Company and the Participant agree that the provisions of this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provisions had not been included.

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12.            Governing Law. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Maryland, without giving effect to its principles of conflict of laws.

13.            Section 409A. Although the Company makes no guarantee with respect to the tax treatment of the RSUs, the award of RSUs and Dividend Equivalents pursuant to this Agreement is intended to comply with, or to be exempt from, Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. The RSUs and Dividend Equivalents shall be limited, construed and interpreted in accordance with such intent; provided that the Employer does not guarantee to the Participant any particular tax treatment of the RSUs or Dividend Equivalents. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. Dividend Equivalents shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Participant, directly or indirectly, designate the calendar year of any payment to be made under this Agreement.

14.            Interpretation. Unless a clear contrary intention appears: (a) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by the Plan or this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) any pronoun shall include the corresponding masculine, feminine and neuter forms; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) reference to any law, rule or regulation means such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law, rule or regulation means that provision of such law, rule or regulation from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular article, section or other provision hereof; (g) numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement; (h) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (i) “or” is used in the inclusive sense of “and/or”; (j) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (k) reference to dollars or $ shall be deemed to refer to U.S. dollars.

15.            No Strict Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[Remainder of Page Left Intentionally Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

GLOBAL NET LEASE, INC.

By:

Name:

Title:

PARTICIPANT

By:

Name:

[RSU Award Agreement – [Name]]

EX-10.3

Exhibit 10.3

GLOBAL NET LEASE, Inc.

Form of RSU Agreement

Pursuant to the

2021 Omnibus Incentive Compensation Plan of

Global Net Lease, Inc.

AGREEMENT (this “Agreement”), dated as of GRANT DATE (the “Grant Date”) between Global Net Lease, Inc., a Maryland corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and FIRST LAST (the “Participant”).

Preliminary Statement

Subject to the terms and conditions set forth herein, the Committee hereby grants the Participant the number of Restricted Stock Units specified in Section 1, as an Eligible Person, on the Grant Date and subject to the terms and conditions set forth in the 2021 Omnibus Incentive Compensation Plan of Global Net Lease, Inc., as it may be amended from time to time (the “Plan”) and this Agreement (the “RSUs”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations.

Accordingly, the parties hereto agree as follows:

1.            Grant of Restricted Stock Units. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, effective on the Grant Date, the Company hereby awards to the Participant # OF SHARES RSUs. Each RSU represents an unfunded, unsecured right to receive a Share on the Payment Date(s) specified in Section 2(c) hereof.

2.            Vesting.

(a)            The RSUs granted pursuant to Section 1 shall vest on the dates (each a “Vesting Date”) and in the cumulative number of RSUs provided in the table below, rounded to the nearest whole RSU; provided that the Participant has been continuously employed through the applicable Vesting Date. For purposes of this Agreement, “Vesting Commencement Date” means [_____]. There shall be no proportionate or partial vesting in the periods between the vesting dates.

Vesting Date	Cumulative Vested Percentage
[First anniversary of the Vesting Commencement Date]	[33.33%]
[Second anniversary of the Vesting Commencement Date]	[66.66%]
[Third anniversary of the Vesting Commencement Date]	[100%]

(b)            Termination; Forfeiture. Except as expressly provided in this Section 2(b) or in an employment agreement by and between the Participant and the Company in effect as of the date of the Participant’s Termination, upon the Participant’s Termination for any reason or no reason, the Participant shall immediately forfeit, without compensation and without further action by any party, any and all unvested RSUs. Notwithstanding the foregoing, upon the Participant’s Termination (A) due to the Participant’s death or Disability (as defined in Exhibit A attached hereto) or (B) due to a Qualifying Termination (as defined in Exhibit A attached hereto), all of the outstanding and unvested RSUs shall automatically vest upon such Termination and the date of such Termination shall be the “Vesting Date” for purposes of Section 2(c) hereof. The vesting of any of the RSUs described in this Section 2(b) is conditioned upon (x) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject, and (y) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that the Participant has or may have against the Company and its Affiliates and their respective officers, directors, employees, shareholders, agents, representatives, and advisors (in a form satisfactory to the Company and that is delivered to the Participant no later than the date of the Participant’s Termination), with such release of claims to become fully effective no later than sixty (60) days following the Participant’s Termination.

(c)            Payment. The Company shall, as soon as reasonably practicable following a Vesting Date (and in no event later than March 15^th of the calendar year following the calendar year in which the applicable Vesting Date occurs) (each, a “Payment Date”), deliver (or cause to be delivered) to the Participant one Share with respect to each vested RSU, as settlement of such RSU and each such RSU shall thereafter be cancelled.

(d)            Withholding. Unless otherwise directed or permitted by the Committee, the Participant shall pay or provide for all applicable withholding taxes in respect of the vesting of the RSUs by (i) remitting the aggregate amount of such taxes to the Company in full, by cash, or by check, bank draft or money order payable to the order of the Company, (ii) to the extent permitted by the Company, having the Employer withhold, from Shares delivered upon settlement of the RSUs, a number of whole Shares having a Fair Market Value equal to an amount necessary to satisfy all required federal, state, local and other non-U.S. withholding obligations using up to the maximum statutory withholding rates, as determined by the Company, for federal, state, local or non-U.S. tax purposes, including payroll taxes, or (iii) to the extent permitted by the Company, by making arrangements with the Company to have such taxes withheld from other compensation due to the Participant.

3.            Dividend Equivalents. With respect to ordinary cash dividends in respect of Shares covered by any outstanding RSUs, on the payment date of the dividend, a separate account maintained for the Participant for bookkeeping purposes only on the books and records of the Company shall be credited with dividend equivalents in an amount equal to the dividends that would have been paid to the Participant if one (1) Share had been issued on the Grant Date for each RSU granted to the Participant as set forth in this Agreement (the “Dividend Equivalent”), and will be held without interest thereon until delivered to the Participant (if at all). A Dividend Equivalent shall be subject to the same vesting restrictions and payment conditions as the RSUs to which such Dividend Equivalent relates, as set forth in Section 2, and shall be paid on the same date as the RSU to which it is attributable is settled in accordance with Section 2(c) hereof (or forfeited at the same time that the RSUs are forfeited). Dividend Equivalents credited shall be distributed in cash. Any Dividend Equivalents in respect of RSUs that do not vest, shall be forfeited and retained by the Company. For the avoidance of doubt, (i) if a RSU does not ultimately become vested hereunder, no Dividend Equivalent payments shall be made with respect to such unvested RSU, and (ii) in no event shall a Dividend Equivalent be paid that would result in the Participant receiving both the Dividend Equivalent and the actual dividend with respect to a RSUs and the corresponding Share. This award of RSUs and all Dividend Equivalents hereunder are, individually and in the aggregate, intended to constitute an “unfunded” plan. Amounts payable pursuant to this Agreement will be payable from the general assets of the Company and no special or separate reserve, fund or deposit will be made to assure payment of such amounts. No Participant, beneficiary or other person will have any right, title or interest in any fund or in any specific asset of any member of the Company by reason of being party to this Agreement. Neither the acceptance of this Agreement, nor any actions taken pursuant to this Agreement, will create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company on the one hand, and Participant, their beneficiary or other person on the other hand.

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4.            RSU Transfer Restrictions. Unless otherwise determined by the Committee, RSUs may not be directly or indirectly transferred, sold, assigned, pledged, hypothecated, encumbered or otherwise disposed of whether for value or for no value and whether voluntarily or involuntarily (including by operation of law) by the Participant (a “Transfer”) other than by will or by the laws of descent and distribution, and any other purported Transfer shall be void and unenforceable against the Company and its Affiliates.

5.            Rights as a Stockholder. Until the RSUs are settled in accordance with Section 2(c), the Participant shall have no rights as a stockholder with respect to Shares covered by RSUs.

6.            Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.

7.            Recoupment. The RSUs granted hereunder are subject to the Company’s Dodd-Frank Clawback Policy, as it may be amended from time to time, to the extent such policy is applicable to the Participant and/or any other Company recoupment policies or procedures that may be required under Applicable Laws or otherwise adopted by the Company or incorporated into any or other made part of the Plan or this Agreement.

8.            Notices. All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:

(a)            unless otherwise specified by the Company in a notice delivered by the Company in accordance with this Section 8, any notice required to be delivered to the Company shall be properly delivered if delivered to:

Global Net Lease, Inc.

650 Fifth Ave., 30th Floor

New York, NY 10019
Attention: General Counsel

3

(b)            if to the Participant, to the address on file with the Employer.

Any notice, demand or request, if made in accordance with this Section 8 shall be deemed to have been duly given: (i) when delivered in person; (ii) three days after being sent by United States mail; (iii) effective immediately when sent via email; or (iv) on the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service.

9.            No Right to Employment/Consultancy/Directorship. This Agreement shall not give the Participant or other Person any right to employment, consultancy or directorship by the Employer, or limit in any way the right of the Employer to terminate the Participant’s employment, consultancy or directorship at any time.

10.            Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT, FOR ITSELF, ITS AFFILIATES, HEIRS, SUCCESSORS, ASSIGNS, AS APPLICABLE, hereby irrevocably and unconditionally waives to the fullest extent permitted by applicable law all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to the actions of the parties hereto or their respective affiliates pursuant to THE PLAN OR this Agreement or in the negotiation, administration, performance or enforcement of THE PLAN OR this Agreement.

11.            Severability of Provisions. If at any time any of the provisions of this Agreement shall be held invalid or unenforceable, or are prohibited by the laws of the jurisdiction where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of the activities restricted, or for any other reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court or other body having jurisdiction over this Agreement and the Company and the Participant agree that the provisions of this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provisions had not been included.

12.            Governing Law. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Maryland, without giving effect to its principles of conflict of laws.

13.            Section 409A. Although the Company makes no guarantee with respect to the tax treatment of the RSUs, the award of RSUs and Dividend Equivalents pursuant to this Agreement is intended to comply with, or to be exempt from, Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. The RSUs and Dividend Equivalents shall be limited, construed and interpreted in accordance with such intent; provided that the Employer does not guarantee to the Participant any particular tax treatment of the RSUs or Dividend Equivalents. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. Dividend Equivalents shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Participant, directly or indirectly, designate the calendar year of any payment to be made under this Agreement.

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14.            Interpretation. Unless a clear contrary intention appears: (a) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by the Plan or this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) any pronoun shall include the corresponding masculine, feminine and neuter forms; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) reference to any law, rule or regulation means such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law, rule or regulation means that provision of such law, rule or regulation from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular article, section or other provision hereof; (g) numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement; (h) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (i) “or” is used in the inclusive sense of “and/or”; (j) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (k) reference to dollars or $ shall be deemed to refer to U.S. dollars.

15.            No Strict Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[Remainder of Page Left Intentionally Blank]

5

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

GLOBAL NET LEASE, INC.

By:

Name:

Title:

PARTICIPANT

By:

Name:

[RSU Award Agreement – [Name]] 

EX-10.4

Exhibit 10.4

GLOBAL NET LEASE, INC.

Form of PSU Agreement 

Pursuant to the 

2021 Omnibus Incentive Compensation Plan of 

Global Net Lease, Inc.

AGREEMENT (this “Agreement”), dated as of GRANT DATE (the “Grant Date”) between Global Net Lease, Inc., a Maryland corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and FIRST LAST (the “Participant”).

Preliminary Statement

Subject to the terms and conditions set forth herein, the Committee hereby grants the Participant the number of performance-based Restricted Stock Units specified in Section 1, as an Eligible Person, on the Grant Date and subject to the terms and conditions set forth in the 2021 Omnibus Incentive Compensation Plan of Global Net Lease, Inc., as it may be amended from time to time (the “Plan”) and this Agreement (the “PSUs”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations.

Accordingly, the parties hereto agree as follows:

1.    Grant of PSUs. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, including the conditions set forth in Section 2 hereof, the Participant is hereby granted up to the Maximum Number of PSUs on the Grant Date as follows. Each PSU represents an unfunded, unsecured right to receive one (1) Share following the vesting of such PSU and satisfaction of the other requirements specified herein, on the Payment Date(s) specified in Section 2(c) hereof.

Threshold Number of PSUs: __________________

Target Number of PSUs: _____________________

Maximum Number of PSUs: __________________

2. Vesting.

(a)            The PSUs shall vest (or not) on the Measurement Date based on the Committee’s determination, in its sole discretion, of achievement relative to the performance goals set forth on Exhibit A attached hereto (the “Performance Goals”) and subject to the Participant not having incurred a Termination through the last day of the Performance Period (except as otherwise set forth in this Agreement). For purposes of this Agreement, the “Measurement Date” is the date on which the Committee determines and certifies the extent to which the Performance Goals have been achieved. The Measurement Date shall occur as soon as practicable following the end of the Performance Period (as defined in Exhibit A attached hereto), but in no event later than sixty (60) days following the end of the Performance Period. The Committee’s determination and certification of (i) the achievement of Performance Goals and (ii) the number of PSUs that vest pursuant to this Section 2(a), shall be final and binding on the Participant. Notwithstanding anything herein to the contrary, the Committee shall have discretion to adjust the Performance Goals, or the metrics used to determine achievement of the Performance Goals, to reflect (A) a change in accounting standards or principles, (B) a significant acquisition or divestiture, (C) a significant capital transaction, (D) a change to or difference in the applicable fiscal year, or (E) any other unusual, nonrecurring or other extraordinary event or item. In no event shall the number of PSUs that vest hereunder exceed the Maximum Number of PSUs indicated above. Performance below the threshold level during the Performance Period results in no PSUs being earned with respect to the applicable Performance Goal. All PSUs that do not become vested as of the Measurement Date shall be automatically forfeited without consideration therefor.

(b)            Termination; Forfeiture; Change of Control.

(i)            Except as provided in Section 2(b)(i)(A) or (B) or Section 2(b)(ii), upon the Participant’s Termination for any reason or no reason, the Participant shall immediately forfeit, without compensation and without further action by any party, any and all unvested PSUs.

Notwithstanding the foregoing, upon the Participant’s Termination prior to the last day of the Performance Period:

(A)            (1) due to the Participant’s death or Disability (as defined in Exhibit B attached hereto) or (2) due to a Qualifying Termination (as defined in Exhibit B attached hereto), and with respect to subclause (2) only, other than within one hundred eighty (180) days immediately preceding or two (2) years immediately following a Change of Control, the PSUs shall vest (or not) upon the Measurement Date, based on the Committee’s determination of achievement relative to the Performance Goals as set forth in Section 2(a), with the number of PSUs that are determined to have vested (if any) pro-rated based on the ratio of the number of days during the Performance Period that the Participant was employed by the Company over the total number of days during the Performance Period; or

(B)            due to a Qualifying Termination within one hundred eighty (180) days immediately preceding or two (2) years immediately following a Change of Control, the PSUs shall vest (or not) upon the Participant’s Termination (or, with respect to a Termination that occurs within one hundred eighty (180) days immediately preceding a Change of Control, immediately upon the Change of Control), based on the Committee’s determination of achievement relative to the Performance Goals as set forth in Section 2(a) through the date of the Change of Control.

The vesting of any of the PSUs described in Section 2(b)(i)(A) or (B) is conditioned upon (x) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject, and (y) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that the Participant has or may have against the Company and its Affiliates and their respective officers, directors, employees, shareholders, agents, representatives, and advisors (in a form satisfactory to the Company and that is delivered to the Participant no later than the date of the Participant’s Termination), with such release of claims to become fully effective no later than sixty (60) days following the Participant’s Termination.

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(ii)            In the event of a Change of Control without the occurrence of a Termination on or prior to the final day of the Performance Period, performance with respect to the Performance Goals will be measured upon the Change of Control in accordance with Section 2(a) (treating the effective date of the Change of Control as the last day of the Performance Period). The PSUs will remain outstanding thereafter and will vest (if at all) at the end of the original Performance Period, subject to the terms and conditions of this Agreement.

(c)            Payment. The Company shall, within seventy-five (75) days following the earliest of (i) the last day of the Performance Period and (ii) the date the PSUs otherwise become vested in accordance with Section 2(b)(i) (each, a “Payment Date”), deliver (or cause to be delivered) to the Participant one (1) Share (subject to adjustment in accordance with the Plan) with respect to each vested PSU, as settlement of such PSU and each such PSU shall thereafter be cancelled. The actual Payment Date within such seventy-five (75) days shall be within the sole discretion of the Company. Notwithstanding the foregoing, if the PSUs become payable in connection with a Termination upon a Change of Control, the Payment Date shall be no later than the first regularly-scheduled payroll period following the Change of Control.

(d)            Withholding. Unless otherwise directed or permitted by the Committee, the Participant shall pay or provide for all applicable withholding taxes in respect of the vesting of the PSUs and payment in respect of the PSUs by (i) remitting the aggregate amount of such taxes to the Company in full, in cash, or by check, bank draft or money order payable to the order of the Company, (ii) to the extent permitted by the Company, having the Employer withhold, from Shares delivered upon settlement of the PSUs, a number of whole Shares having a Fair Market Value equal to an amount necessary to satisfy all required federal, state, local and other non-U.S. withholding obligations using up to the maximum statutory withholding rates, as determined by the Company, for federal, state, local or non-U.S. tax purposes, including payroll taxes, or (iii) to the extent permitted by the Company, by making arrangements with the Company to have such taxes withheld from other compensation due to the Participant.

3.    Dividend Equivalents. With respect to ordinary cash dividends in respect of Shares covered by any outstanding PSUs, on the payment date of the dividend, a separate account maintained for the Participant for bookkeeping purposes only on the books and records of the Company shall be credited with dividend equivalents in an amount equal to the dividends that would have been paid to the Participant if one (1) Share had been issued on the Grant Date for each PSU granted to the Participant as set forth in this Agreement, based on the Maximum Number of PSUs set forth in this Agreement (the “Dividend Equivalent”), and will be held without interest thereon until delivered to the Participant (if at all). A Dividend Equivalent shall be subject to the same vesting restrictions and payment conditions as the PSU to which such Dividend Equivalent relates, as set forth in Section 2, and shall be paid on the same date as the PSU to which it is attributable is settled in accordance with Section 2(c) hereof (or forfeited at the same time that the PSUs are forfeited). For purposes of clarity, if the Maximum Number of PSUs becomes vested, the Dividend Equivalent will be paid at an amount based on the Maximum Number of PSUs vested, and if only the Threshold Number of PSUs becomes vested, the Dividend Equivalent will be paid at an amount based on the Threshold Number of PSUs vested. Dividend Equivalents credited shall be distributed in cash. Any Dividend Equivalents in respect of PSUs that do not vest, shall be forfeited and retained by the Company. For the avoidance of doubt, (i) if a PSU does not ultimately become vested hereunder, no Dividend Equivalent payments shall be made with respect to such unvested PSU, and (ii) in no event shall a Dividend Equivalent be paid that would result in the Participant receiving both the Dividend Equivalent and the actual dividend with respect to a PSUs and the corresponding Share. This award of PSUs and all Dividend Equivalents hereunder are, individually and in the aggregate, intended to constitute an “unfunded” plan. Amounts payable pursuant to this Agreement will be payable from the general assets of the Company and no special or separate reserve, fund or deposit will be made to assure payment of such amounts. No Participant, beneficiary or other person will have any right, title or interest in any fund or in any specific asset of any member of the Company by reason of being party to this Agreement. Neither the acceptance of this Agreement, nor any actions taken pursuant to this Agreement, will create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company on the one hand, and Participant, their beneficiary or other person on the other hand.

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4.     PSU Transfer Restrictions. Unless otherwise determined by the Committee, PSUs may not be directly or indirectly transferred, sold, assigned, pledged, hypothecated, encumbered or otherwise disposed of whether for value or for no value and whether voluntarily or involuntarily (including by operation of law) by the Participant (a “Transfer”) other than by will or by the laws of descent and distribution, and any other purported Transfer shall be void and unenforceable against the Company and its Affiliates.

5.     Rights as a Stockholder. Until the PSUs are settled in accordance with Section 2(c), the Participant shall have no rights as a stockholder with respect to Shares covered by PSUs.

6.     Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.

7.     Recoupment. The PSUs granted hereunder are subject to the Company’s Dodd-Frank Clawback Policy, as it may be amended from time to time, to the extent such policy is applicable to the Participant and/or any other Company recoupment policies or procedures that may be required under Applicable Laws or otherwise adopted by the Company or incorporated into any or other made part of the Plan or this Agreement.

8.     Notices. All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:

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(a)            unless otherwise specified by the Company in a notice delivered by the Company in accordance with this Section 8, any notice required to be delivered to the Company shall be properly delivered if delivered to:

Global Net Lease, Inc. 

650 Fifth Ave., 30th Floor 

New York, NY 10019
Attention: General Counsel

(b)            if to the Participant, to the address on file with the Employer.

Any notice, demand or request, if made in accordance with this Section 8 shall be deemed to have been duly given: (i) when delivered in person; (ii) three days after being sent by United States mail; (iii) effective immediately when sent via email; or (iv) on the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service.

9.      No Right to Employment/Consultancy/Directorship. This Agreement shall not give the Participant or other Person any right to employment, consultancy or directorship by the Employer, or limit in any way the right of the Employer to terminate the Participant’s employment, consultancy or directorship at any time.

10.   Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT, FOR ITSELF, ITS AFFILIATES, HEIRS, SUCCESSORS, ASSIGNS, AS APPLICABLE, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THE PLAN OR THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THE PLAN OR THIS AGREEMENT.

11.   Severability of Provisions. If at any time any of the provisions of this Agreement shall be held invalid or unenforceable, or are prohibited by the laws of the jurisdiction where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of the activities restricted, or for any other reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court or other body having jurisdiction over this Agreement and the Company and the Participant agree that the provisions of this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provisions had not been included.

12.   Governing Law. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Maryland, without giving effect to its principles of conflict of laws.

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13.   Section 409A. Although the Company makes no guarantee with respect to the tax treatment of the PSUs, the award of PSUs and Dividend Equivalents pursuant to this Agreement is intended to comply with, or to be exempt from, Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. The PSUs and Dividend Equivalents shall be limited, construed and interpreted in accordance with such intent; provided that the Employer does not guarantee to the Participant any particular tax treatment of the PSUs or Dividend Equivalents. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. Dividend Equivalents shall be treated separately from the PSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Participant, directly or indirectly, designate the calendar year of any payment to be made under this Agreement.

14.   Interpretation. Unless a clear contrary intention appears: (a) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by the Plan or this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) any pronoun shall include the corresponding masculine, feminine and neuter forms; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) reference to any law, rule or regulation means such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law, rule or regulation means that provision of such law, rule or regulation from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular article, section or other provision hereof; (g) numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement; (h) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (i) “or” is used in the inclusive sense of “and/or”; (j) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (k) reference to dollars or $ shall be deemed to refer to U.S. dollars.

15.   No Strict Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

GLOBAL NET LEASE, INC.
By:
Name:
Title:

PARTICIPANT
By:
Name:

[PSU Award Agreement – [Name]]

EX-10.5

Exhibit 10.5

GLOBAL NET LEASE, INC.

Form of PSU Agreement 

Pursuant to the 

2021 Omnibus Incentive Compensation Plan of 

Global Net Lease, Inc.

AGREEMENT (this “Agreement”), dated as of GRANT DATE (the “Grant Date”) between Global Net Lease, Inc., a Maryland corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and FIRST LAST (the “Participant”).

Preliminary Statement

Subject to the terms and conditions set forth herein, the Committee hereby grants the Participant the number of performance-based Restricted Stock Units specified in Section 1, as an Eligible Person, on the Grant Date and subject to the terms and conditions set forth in the 2021 Omnibus Incentive Compensation Plan of Global Net Lease, Inc., as it may be amended from time to time (the “Plan”) and this Agreement (the “PSUs”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations.

Accordingly, the parties hereto agree as follows:

1.     Grant of PSUs. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, including the conditions set forth in Section 2 hereof, the Participant is hereby granted up to the Maximum Number of PSUs on the Grant Date as follows. Each PSU represents an unfunded, unsecured right to receive one (1) Share following the vesting of such PSU and satisfaction of the other requirements specified herein, on the Payment Date(s) specified in Section 2(c) hereof.

Threshold Number of PSUs: __________________

Target Number of PSUs: _____________________

Maximum Number of PSUs: __________________

2. Vesting.

(a)            The PSUs shall vest (or not) on the Measurement Date based on the Committee’s determination, in its sole discretion, of achievement relative to the performance goals set forth on Exhibit A attached hereto (the “Performance Goals”) and subject to the Participant not having incurred a Termination through the last day of the Performance Period (except as otherwise set forth in this Agreement). For purposes of this Agreement, the “Measurement Date” is the date on which the Committee determines and certifies the extent to which the Performance Goals have been achieved. The Measurement Date shall occur as soon as practicable following the end of the Performance Period (as defined in Exhibit A attached hereto), but in no event later than sixty (60) days following the end of the Performance Period. The Committee’s determination and certification of (i) the achievement of Performance Goals and (ii) the number of PSUs that vest pursuant to this Section 2(a), shall be final and binding on the Participant. Notwithstanding anything herein to the contrary, the Committee shall have discretion to adjust the Performance Goals, or the metrics used to determine achievement of the Performance Goals, to reflect (A) a change in accounting standards or principles, (B) a significant acquisition or divestiture, (C) a significant capital transaction, (D) a change to or difference in the applicable fiscal year, or (E) any other unusual, nonrecurring or other extraordinary event or item. In no event shall the number of PSUs that vest hereunder exceed the Maximum Number of PSUs indicated above. Performance below the threshold level during the Performance Period results in no PSUs being earned with respect to the applicable Performance Goal. All PSUs that do not become vested as of the Measurement Date shall be automatically forfeited without consideration therefor.

(b)            Termination; Forfeiture; Change of Control. Except as provided in Section 2(b)(i) or Section 2(b)(ii), upon the Participant’s Termination for any reason or no reason, the Participant shall immediately forfeit, without compensation and without further action by any party, any and all unvested PSUs.

(i)            Notwithstanding the foregoing, upon the Participant’s Termination prior to the last day of the Performance Period, (A) due to the Participant’s death or Disability (as defined in Exhibit B attached hereto) or (B) due to a Qualifying Termination (as defined in Exhibit B attached hereto), the PSUs shall vest (or not) upon the Measurement Date, based on the Committee’s determination of achievement relative to the Performance Goals as set forth in Section 2(a).

The vesting of any of the PSUs described in this Section 2(b)(i) is conditioned upon (x) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject, and (y) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that the Participant has or may have against the Company and its Affiliates and their respective officers, directors, employees, shareholders, agents, representatives, and advisors (in a form satisfactory to the Company and that is delivered to the Participant no later than the date of the Participant’s Termination), with such release of claims to become fully effective no later than sixty (60) days following the Participant’s Termination.

(ii)            In the event of a Change of Control without the occurrence of a Termination on or prior to the final day of the Performance Period, performance with respect to the Performance Goals will be measured upon the Change of Control in accordance with Section 2(a) (treating the effective date of the Change of Control as the last day of the Performance Period). The PSUs will remain outstanding thereafter and will vest (if at all) at the end of the original Performance Period, subject to the terms and conditions of this Agreement.

(c)            Payment. The Company shall, within seventy-five (75) days following the earliest of (i) the last day of the Performance Period and (ii) the date the PSUs otherwise become vested in accordance with Section 2(b)(i) (each, a “Payment Date”), deliver (or cause to be delivered) to the Participant one (1) Share (subject to adjustment in accordance with the Plan) with respect to each vested PSU, as settlement of such PSU and each such PSU shall thereafter be cancelled. The actual Payment Date within such seventy-five (75) days shall be within the sole discretion of the Company. Notwithstanding the foregoing, if the PSUs become payable in connection with a Termination upon a Change of Control, the Payment Date shall be no later than the first regularly-scheduled payroll period following the Change of Control.

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(d)            Withholding. Unless otherwise directed or permitted by the Committee, the Participant shall pay or provide for all applicable withholding taxes in respect of the vesting of the PSUs and payment in respect of the PSUs by (i) remitting the aggregate amount of such taxes to the Company in full, in cash, or by check, bank draft or money order payable to the order of the Company, (ii) to the extent permitted by the Company, having the Employer withhold, from Shares delivered upon settlement of the PSUs, a number of whole Shares having a Fair Market Value equal to an amount necessary to satisfy all required federal, state, local and other non-U.S. withholding obligations using up to the maximum statutory withholding rates, as determined by the Company, for federal, state, local or non-U.S. tax purposes, including payroll taxes, or (iii) to the extent permitted by the Company, by making arrangements with the Company to have such taxes withheld from other compensation due to the Participant.

3.     Dividend Equivalents. With respect to ordinary cash dividends in respect of Shares covered by any outstanding PSUs, on the payment date of the dividend, a separate account maintained for the Participant for bookkeeping purposes only on the books and records of the Company shall be credited with dividend equivalents in an amount equal to the dividends that would have been paid to the Participant if one (1) Share had been issued on the Grant Date for each PSU granted to the Participant as set forth in this Agreement, based on the Maximum Number of PSUs set forth in this Agreement (the “Dividend Equivalent”), and will be held without interest thereon until delivered to the Participant (if at all). A Dividend Equivalent shall be subject to the same vesting restrictions and payment conditions as the PSU to which such Dividend Equivalent relates, as set forth in Section 2, and shall be paid on the same date as the PSU to which it is attributable is settled in accordance with Section 2(c) hereof (or forfeited at the same time that the PSUs are forfeited). For purposes of clarity, if the Maximum Number of PSUs becomes vested, the Dividend Equivalent will be paid at an amount based on the Maximum Number of PSUs vested, and if only the Threshold Number of PSUs becomes vested, the Dividend Equivalent will be paid at an amount based on the Threshold Number of PSUs vested. Dividend Equivalents credited shall be distributed in cash. Any Dividend Equivalents in respect of PSUs that do not vest, shall be forfeited and retained by the Company. For the avoidance of doubt, (i) if a PSU does not ultimately become vested hereunder, no Dividend Equivalent payments shall be made with respect to such unvested PSU, and (ii) in no event shall a Dividend Equivalent be paid that would result in the Participant receiving both the Dividend Equivalent and the actual dividend with respect to a PSUs and the corresponding Share. This award of PSUs and all Dividend Equivalents hereunder are, individually and in the aggregate, intended to constitute an “unfunded” plan. Amounts payable pursuant to this Agreement will be payable from the general assets of the Company and no special or separate reserve, fund or deposit will be made to assure payment of such amounts. No Participant, beneficiary or other person will have any right, title or interest in any fund or in any specific asset of any member of the Company by reason of being party to this Agreement. Neither the acceptance of this Agreement, nor any actions taken pursuant to this Agreement, will create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company on the one hand, and Participant, their beneficiary or other person on the other hand.

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4.     PSU Transfer Restrictions. Unless otherwise determined by the Committee, PSUs may not be directly or indirectly transferred, sold, assigned, pledged, hypothecated, encumbered or otherwise disposed of whether for value or for no value and whether voluntarily or involuntarily (including by operation of law) by the Participant (a “Transfer”) other than by will or by the laws of descent and distribution, and any other purported Transfer shall be void and unenforceable against the Company and its Affiliates.

5.     Rights as a Stockholder. Until the PSUs are settled in accordance with Section 2(c), the Participant shall have no rights as a stockholder with respect to Shares covered by PSUs.

6.     Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.

7.     Recoupment. The PSUs granted hereunder are subject to the Company’s Dodd-Frank Clawback Policy, as it may be amended from time to time, to the extent such policy is applicable to the Participant and/or any other Company recoupment policies or procedures that may be required under Applicable Laws or otherwise adopted by the Company or incorporated into any or other made part of the Plan or this Agreement.

8.     Notices. All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:

(a)            unless otherwise specified by the Company in a notice delivered by the Company in accordance with this Section 8, any notice required to be delivered to the Company shall be properly delivered if delivered to:

Global Net Lease, Inc. 

650 Fifth Ave., 30th Floor 

New York, NY 10019
Attention: General Counsel

(b)            if to the Participant, to the address on file with the Employer.

Any notice, demand or request, if made in accordance with this Section 8 shall be deemed to have been duly given: (i) when delivered in person; (ii) three days after being sent by United States mail; (iii) effective immediately when sent via email; or (iv) on the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service.

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9.     No Right to Employment/Consultancy/Directorship. This Agreement shall not give the Participant or other Person any right to employment, consultancy or directorship by the Employer, or limit in any way the right of the Employer to terminate the Participant’s employment, consultancy or directorship at any time.

10.    Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT, FOR ITSELF, ITS AFFILIATES, HEIRS, SUCCESSORS, ASSIGNS, AS APPLICABLE, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THE PLAN OR THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THE PLAN OR THIS AGREEMENT.

11.    Severability of Provisions. If at any time any of the provisions of this Agreement shall be held invalid or unenforceable, or are prohibited by the laws of the jurisdiction where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of the activities restricted, or for any other reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court or other body having jurisdiction over this Agreement and the Company and the Participant agree that the provisions of this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provisions had not been included.

12.   Governing Law. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Maryland, without giving effect to its principles of conflict of laws.

13.   Section 409A. Although the Company makes no guarantee with respect to the tax treatment of the PSUs, the award of PSUs and Dividend Equivalents pursuant to this Agreement is intended to comply with, or to be exempt from, Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. The PSUs and Dividend Equivalents shall be limited, construed and interpreted in accordance with such intent; provided that the Employer does not guarantee to the Participant any particular tax treatment of the PSUs or Dividend Equivalents. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. Dividend Equivalents shall be treated separately from the PSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Participant, directly or indirectly, designate the calendar year of any payment to be made under this Agreement.

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14.   Interpretation. Unless a clear contrary intention appears: (a) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by the Plan or this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) any pronoun shall include the corresponding masculine, feminine and neuter forms; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) reference to any law, rule or regulation means such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law, rule or regulation means that provision of such law, rule or regulation from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular article, section or other provision hereof; (g) numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement; (h) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (i) “or” is used in the inclusive sense of “and/or”; (j) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (k) reference to dollars or $ shall be deemed to refer to U.S. dollars.

15.    No Strict Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[Remainder of Page Left Intentionally Blank]

6

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

GLOBAL NET LEASE, INC.
By:
Name:
Title:

PARTICIPANT
By:
Name:

[PSU Award Agreement – [Name]]

XML

Cover	Nov. 29, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 29, 2023
Entity File Number	001-37390
Entity Registrant Name	Global Net Lease, Inc.
Entity Central Index Key	0001526113
Entity Tax Identification Number	45-2771978
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	650 Fifth Avenue
Entity Address, Address Line Two	30th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	415-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	GNL
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
Trading Symbol	GNL PR A
Security Exchange Name	NYSE
Series B Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Trading Symbol	GNL PR B
Security Exchange Name	NYSE
Series D Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Trading Symbol	GNL PR D
Security Exchange Name	NYSE
Series E Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Trading Symbol	GNL PR E
Security Exchange Name	NYSE