change of control

EXHIBIT 10.7 LETTER AGREEMENT DATED JUNE 12, 2001 BY AND BETWEEN GETTY REALTY CORP. AND THOMAS J. STIRNWEIS REGARDING COMPENSATION UPON CHANGE IN CONTROL.

Getty Realty Corp. Letterhead

Dear Tom:

I am pleased to advise you that the Board of Directors of Getty Realty Corp. (hereinafter the “Company”) has approved the following “change of control” or “substantial structural change” agreement:

For purposes hereof, “Guaranteed Salary” shall mean the sum of (a) your current base salary; (b) the greater of 20% of your current base salary or your benefits last received under any bonus plan; (c) your current expected annual benefits under the Supplemental Retirement Plan; (d) the total of the current expected annual employer contributions (other than salary deferrals made by you) made to your account under the Company’s 401(k) Plan; and (e) your current annual automobile reimbursement. “Guaranteed Benefits” shall mean medical, dental, life insurance and disability coverage at least as favorable as the coverage currently extended to you (“the Guaranteed Benefits”).

The Company reserves the right to terminate your employment at any time with or without Cause (as defined below). Upon the first to occur of (i) termination of your employment by the Company other than for Cause, (ii) termination of your employment by the Company or its successor (but not by you) following a Change, (as defined below), or (iii) termination of your employment by the Company or by you following assignment of materially different (as defined below) employment by the Company (each an “Event”), you shall be entitled to receive severance compensation for a period of 36 months following the date of such Event, in an amount equal to (x) your Guaranteed Salary and Guaranteed Benefits minus (y) any amount of similar compensation you may receive from any other employer during such period. If after a Change the surviving entity (or one of the surviving entities in the case of a substantial structural change) continues to compensa