POSTAL REALTY TRUST, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Amended and Restated Alignment of Interest Program

On April 27, 2020, the Board of Directors ("Board") of Postal Realty Trust, Inc. (the "Company") approved an amendment and restatement of the Alignment of Interest Program (the "Alignment of Interest Program"), previously approved by the Board and in which the Company's named executive officers of the Company are eligible to participate.

The Alignment of Interest Program allows certain employees and directors of the Company to elect to receive long term incentive units of Postal Realty LP, a Delaware limited partnership of which the Company is the sole general partner ("LTIP Units"), or restricted shares of the Company's Class A common stock ("Restricted Stock"), or a mix of both, in lieu of up to 100% of any compensation otherwise payable in cash. The Alignment of Interest Program was amended to: (i) expand the class of participants eligible to be selected to participate in the Alignment of Interest Program by the Corporate Governance and Compensation Committee of the Board (the "Committee") to include any Company employees, directors or other individuals providing services to the Company or its affiliates, provided that they are eligible to participate in the Company's 2019 Equity Incentive Plan (the "Equity Incentive Plan"); (ii) provide that the specific terms of each award under the Alignment of Interest Program, including the restriction period, the restriction multiple, the vesting terms, and the periods for which participants may elect to participate will be determined by the Committee and do not need to be uniform among all participants; (iii) provide that the number of LTIP Units and Restricted Stock awarded under the Alignment of Interest Program with a value equal to the fair market value of the cash compensation elected by the participant shall not reduce the share reserve under the Equity Incentive Plan, while any additional LTIP Units and Restricted Stock awarded under the Alignment of Interest Program shall reduce the share reserve under the Equity Incentive Plan; and (iv) confer the Committee and its permitted delegates with the power of administration and interpretation of the Alignment of Interest Program.

The foregoing description of the Alignment of Interest Program does not purport to be complete and is qualified in its entirety by reference to the full text of the Alignment of Interest Program, which is filed herewith as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit
  No.     Description
            Postal Realty Trust, Inc. Amended and Restated Alignment of Interest
 10.1     Program, effective as of April 27, 2020.

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