Common use of Certain Assumptions Clause in Contracts

Certain Assumptions. Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used: • The relevant price per share of VEREIT common stock is $47.29, which is the average closing price per share of VEREIT common stock as reported on the NYSE over the first five business days following the first public announcement of the Merger on April 29, 2021; • The Merger Effective Time as referenced in this section occurs on June 2, 2021, which is the assumed date of the effective time solely for purposes of the disclosure in this section; and • The employment of each executive officer of VEREIT is terminated by Realty Income without “cause” or due to the executive officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case immediately following the assumed Merger Effective Time. The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above, and do not reflect certain compensation actions that may occur before completion of the Merger.