CTO Realty Growth Inc

Employment Agreement with Lisa M. Vorakoun

On October 22, 2024, we entered into an employment agreement (the “Employment Agreement”) with Lisa M. Vorakoun. Ms. Vorakoun has been employed by us since January 7, 2013 and currently serves as our Senior Vice President and Chief Accounting Officer.

Under the Employment Agreement, Ms. Vorakoun will receive an annual base salary of $275,000, which is subject to review and increase at the discretion of the compensation committee of the Board (the “Compensation Committee”).

In addition, for each fiscal year ending during her employment, Ms. Vorakoun will be eligible to participate in, and earn annual incentive compensation pursuant to, our Amended 2017 Executive Annual Cash Incentive Plan (the “Annual Incentive Plan”). Ms. Vorakoun’s Individual Target Opportunity (as defined in the Annual Incentive Plan) under the Annual Incentive Plan for 2024 will be 75% of Ms. Vorakoun’s then current base salary, with “threshold”, “target” and “maximum” Multipliers (as defined in the Annual Incentive Plan) for 2024 of 50%, 100% and 200% of the Individual Target Opportunity (as defined in the Annual Incentive Plan), all as set forth under the Annual Incentive Plan. The annual incentive compensation payable to Ms. Vorakoun will be determined by the Board, based on the attainment of corporate and individual performance goals as determined by the Board and consistent with the terms and conditions of the Annual Incentive Plan, and may be paid in cash or in a combination of cash and equity incentive awards.

For each fiscal year beginning with the fiscal year ending December 31, 2025, Ms. Vorakoun will be eligible to receive an award of long-term equity incentive compensation, to be granted in accordance with our executive compensation program in effect from time to time. Such awards typically will be granted near the commencement of each fiscal year under our equity incentive plan in effect from time to time pursuant to separate written agreements between Ms. Vorakoun and us.

Ms. Vorakoun is eligible to participate in any retirement plan, insurance or other employee benefit plan that is maintained at that time by us for our senior executive employees, including programs of life, disability, medical, dental and vision insurance, subject to the provisions of such plans as may be in effect from time to time and applicable law.

Compensation payable to Ms. Vorakoun pursuant to the Employment Agreement or any other agreement or arrangement with us will be subject to clawback under any written clawback policies that we or PINE has adopted or may adopt to the extent not prohibited by applicable law.

Pursuant to the terms of the Employment Agreement, if Ms. Vorakoun’s employment is terminated by the Company without “cause” (as defined in the Employment Agreement), then Ms. Vorakoun will be entitled to receive (i) her accrued but unpaid base salary through the date of termination, which will be paid on the pay date immediately following the date of Ms. Vorakoun’s termination in accordance with our customary payroll procedures or earlier if required by applicable law; (ii) reimbursement for unreimbursed business expenses properly incurred by Ms. Vorakoun prior to termination, which will be subject to and paid in accordance with our expense reimbursement policy and the Employment Agreement; (iii) such employee benefits to which Ms. Vorakoun may be entitled under any of our employee benefit plans or policies as of the date of Ms. Vorakoun’s termination; (iv) any payments and benefits to the extent set forth in the award agreements pertaining to Ms. Vorakoun’s equity incentive awards; and (v) any amounts due and payable under the Annual Incentive Plan. In addition, if, at any time during the 24-month period after a “change in control” (as defined in the Employment

Agreement) occurs, Ms. Vorakoun’s employment is terminated by us other than for “cause” or Ms. Vorakoun voluntarily terminates her employment for “good reason” (each, as defined in the Employment Agreement), then Ms. Vorakoun will receive (A) any unpaid accrued base salary, expense reimbursements, and other benefits earned and accrued under the Employment Agreement through the date of termination, (B) any payments and benefits to the extent set forth in the award agreements pertaining to Ms. Vorakoun’s equity incentive awards, (C) any amounts due and payable under the Annual Incentive Plan, and (D) a separation payment in an amount equal to 12 months of Ms. Vorakoun’s then-current base salary, less applicable taxes and withholdings, in one lump sum cash payment no later than the 60th day after the date of termination of Ms. Vorakoun’s employment.

Ms. Vorakoun’s right to receive the severance payments and benefits described above is subject to her compliance with restrictive covenants described below and her delivery and non-revocation of an effective general release of claims in our favor.

The Employment Agreement contains customary non-competition, non-solicitation, confidentiality, and intellectual property provisions.

Under the Employment Agreement, if there is a change in ownership or control of us that would cause any payment or distribution by us or any other person, firm, corporation, partnership, company, association, or other entity to Ms. Vorakoun or for Ms. Vorakoun’s benefit (each a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (such excise tax, together with any interest or penalties incurred by Ms. Vorakoun with respect to such excise tax, the “Excise Tax”), Ms. Vorakoun will receive the greatest of the following, whichever gives Ms. Vorakoun the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (a) the Payments or (b) one dollar less than the amount of the Payments that would subject Ms. Vorakoun to the Excise Tax.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Amendments to Employment Agreements with John P. Albright, Steven R. Greathouse and Daniel E. Smith

On October 22, 2024, we entered into amendments (the “Amendments”) to the employment agreements that we previously entered into with each of John P. Albright, Steven R. Greathouse and Daniel E. Smith. The Amendments align certain provisions in the employment agreements for Messrs. Albright, Greathouse and Smith with provisions contained in the employment agreements that we have entered into recently with Ms. Vorakoun and Philip R. Mays. More specifically, the Amendments provide that we will work together in good faith with each of Messrs. Albright, Greathouse and Smith to reduce or eliminate the impact, if any, of Section 280G of the Internal Revenue Code of 1986, as amended. The Amendments also contain customary non-competition, non-solicitation and confidentiality provisions consistent with the provisions contained in the employment agreements for Ms. Vorakoun and Mr. Mays.

The foregoing summary of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments, copies of which are filed as Exhibits 10.4, 10.5 and 10.6 to this Quarterly Report on Form 10-Q and incorporated herein by reference.