Common use of Options Granted to Partnership Employees Clause in Contracts

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, an option to purchase REIT Shares granted to a Partnership Employee is duly exercised: (1) The Special Limited Partner shall sell to the Partnership, and the Partnership shall purchase from the Special Limited Partner, the number of REIT Shares as to which such stock option is being exercised. The purchase price per REIT Share for such sale of REIT Shares to the Partnership shall be the Value of a REIT Share as of the date of exercise of such stock option. (2) The Partnership shall sell to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall sell to such Partnership Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price paid to the Special Limited Partner by the exercising party in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall transfer to such Partnership Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(1) hereof less the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The Special Limited Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Special Limited Partner in connection with the exercise of such stock option. In exchange for such Capital Contribution, the Partnership shall issue a number of Partnership Common Units to the Special Limited Partner equal to the quotient of (a) the number of REIT Shares issued in connection with the exercise of such stock option, divided by (b) the Adjustment Factor then in effect.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any the Previous General Partner's Stock Option PlanPlans, an a stock option to purchase REIT Shares granted to a Partnership Employee is duly exercised: (1) The Special Limited General Partner shall cause the Previous General Partner to sell to the Partnership, and the Partnership shall purchase from the Special Limited Previous General Partner, the number of REIT Shares as to which such stock option is being exercised. The purchase price per REIT Share for such sale of REIT Shares to the Partnership shall be the Value of a REIT Share as of the date of exercise of such stock option. (2) The Partnership shall sell to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall sell to such Partnership Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price paid to the Special Limited Previous General Partner by the exercising party in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall transfer to such Partnership Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(1) hereof less the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The Special Limited Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Previous General Partner, the General Partner or the Special Limited Partner in connection with the exercise of such stock option. In exchange for such Capital Contribution, the Partnership An equitable Percentage Interest adjustment shall issue a number of Partnership Common Units to be made in which the Special Limited Partner shall be treated as having made a cash contribution equal to the quotient of (aamount described in Section 4.4.B(1) the number of REIT Shares issued in connection with the exercise of such stock option, divided by (b) the Adjustment Factor then in effecthereof.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, an option to purchase REIT Shares granted to a Partnership Employee is duly exercised: (1) The Special Limited Partner shall sell to the Partnership, and the Partnership shall purchase from the Special Limited Partner, the number of REIT Shares as to which such stock option is being exercised. The purchase price per REIT Share for such sale of REIT Shares to the Partnership shall be the Value of a REIT Share as of the date of exercise of such stock option. (2) The Partnership shall sell to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall sell to such Partnership Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the a number of REIT Shares equal to (a) the exercise price paid to the Special Limited Partner by the exercising party in connection with the exercise of such stock option option, divided by (b) the Value of a REIT Share at the time of such exercise. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall transfer to such Partnership Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, the a number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(1) hereof hereof, less the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The Special Limited Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Special Limited Partner in connection with the exercise of such stock option. In exchange for such Capital Contribution, the Partnership shall issue a number of Partnership Common Units to the Special Limited Partner equal to the quotient of (a) the number of REIT Shares issued in connection with the exercise of such stock option, divided by (b) the Adjustment Factor then in effect.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Equity Plan, an a stock option to purchase granted for REIT Shares granted to a Partnership Employee is duly exercised: (1) The Special Limited Partner VICI REIT shall sell to the PartnershipOptionee, and the Partnership Optionee shall purchase from the Special Limited PartnerVICI REIT, a number of REIT Shares equal to the number of REIT Shares as the Optionee is entitled to which receive pursuant to the exercise of the stock option multiplied by (a) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (b) the Value of the REIT Shares that the Optionee is being exercisedentitled to receive. The purchase price per REIT Share for such sale of REIT Shares to the Partnership Optionee shall be the Value of a REIT Share as of the date of exercise of such stock option. (2) The Partnership VICI REIT shall sell to the Optionee Partnership (or if the Optionee is an employee or other service provider of a Partnership SubsidiarySubsidiary of the Partnership, the Partnership VICI REIT shall sell to such Subsidiary of the Partnership), and the Partnership (or such Subsidiary, which in turn as applicable) shall sell to the Optionee)purchase from VICI REIT, for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price paid number of REIT Shares as to the Special Limited Partner by the exercising party in connection with the exercise of which such stock option divided by is being exercised less (b) the number of REIT Shares sold pursuant to Section 4.4.B(1) hereof. The purchase price per REIT Share for such sale of REIT Shares to the Partnership (or such subsidiary) shall be the Value of a REIT Share at as of the time date of exercise of such exercisestock option. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee or other service provider of a Partnership SubsidiarySubsidiary of the Partnership, the Partnership shall transfer to such Partnership Subsidiary, which in turn Subsidiary and such Subsidiary shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(1) hereof less the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The Special Limited Partner VICI REIT shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Special Limited Partner VICI REIT in connection with the exercise of such stock option. In exchange for consideration of such Capital Contribution, the Partnership VICI REIT shall issue be issued a number of Partnership Common Units to the Special Limited Partner equal to the quotient of (a) the total number of REIT Shares issued described in connection with the exercise of such stock option, Sections 4.4.B(1) and 4.4.B(2) divided by (b) the Adjustment Factor then in effect.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, an a stock option to purchase REIT Shares granted for stock in the Special Limited Partner to a Partnership Employee is duly exercised: (1) The Special Limited Partner shall sell to the Partnership, and the Partnership shall purchase from the Special Limited Partner, the number of REIT Shares as to which such stock option is being exercised. The purchase price per REIT Share for such sale of REIT Shares to the Partnership shall be the Value of a REIT Share as of the date of exercise of such stock option. (2) The Partnership shall sell to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall sell to such Partnership Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price paid to the Special Limited Partner by the exercising party in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall transfer to such Partnership Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(1) hereof less the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The Special Limited Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Special Limited Partner in connection with the exercise of such stock option. In exchange for such Capital Contribution, the Partnership An equitable Percentage Interest adjustment shall issue a number of Partnership Common Units to be made in which the Special Limited Partner shall be treated as having made a cash contribution equal to the quotient of (aamount described in Section 4.4.B(1) the number of REIT Shares issued in connection with the exercise of such stock option, divided by (b) the Adjustment Factor then in effecthereof.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any the Previous General Partner’s Stock Option PlanPlans, an a stock option to purchase REIT Shares granted to a Partnership Employee is duly exercised: (1) The Special Limited General Partner shall cause the Previous General Partner to sell to the Partnership, and the Partnership shall purchase from the Special Limited Previous General Partner, the number of REIT Shares as to which such stock option is being exercised. The purchase price per REIT Share for such sale of REIT Shares to the Partnership shall be the Value of a REIT Share as of the date of exercise of such stock option. (2) The Partnership shall sell to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall sell to such Partnership Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price paid to the Special Limited Previous General Partner by the exercising party in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall transfer to such Partnership Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(1) hereof less the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The Special Limited Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Previous General Partner, the General Partner or the Special Limited Partner in connection with the exercise of such stock option. In exchange for such Capital Contribution, the Partnership An equitable Percentage Interest adjustment shall issue a number of Partnership Common Units to be made in which the Special Limited Partner shall be treated as having made a cash contribution equal to the quotient of (aamount described in Section 4.4.B(1) the number of REIT Shares issued in connection with the exercise of such stock option, divided by (b) the Adjustment Factor then in effecthereof.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any the Previous General Partner’s Stock Option PlanPlans, an a stock option to purchase REIT Shares granted to a Partnership Employee is duly exercised: (1) The Special Limited General Partner shall cause the Previous General Partner to sell to the Partnership, and the Partnership shall purchase from the Special Limited Previous General Partner, the number of REIT Shares as to which such stock option is being exercised. The purchase price per REIT Share for such sale of REIT Shares to the Partnership shall be the Value of a REIT Share as of the date of exercise of such stock option. (2) The Partnership shall sell to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall sell to such Partnership Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price paid to the Special Limited Previous General Partner by the exercising party in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall transfer to such Partnership Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(14.4B(1) hereof less the number of REIT Shares described in Section 4.4.B(24.4B(2) hereof. (4) The Special Limited Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Previous General Partner, the General Partner or the Special Limited Partner in connection with the exercise of such stock option. In exchange for such Capital Contribution, the Partnership An equitable Percentage Interest adjustment shall issue a number of Partnership Common Units to be made in which the Special Limited Partner shall be treated as having made a cash contribution equal to the quotient of (aamount described in Section 4.4B(1) the number of REIT Shares issued in connection with the exercise of such stock option, divided by (b) the Adjustment Factor then in effecthereof.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any the Previous General Partner's Stock Option PlanPlans, an a stock option to purchase REIT Shares granted to a Partnership Employee is duly exercised: (1) The Special Limited General Partner shall cause the Previous General Partner to sell to the Partnership, and the Partnership shall purchase from the Special Limited Previous General Partner, the number of REIT Shares as to which such stock option is being exercised. The purchase price per REIT Share for such sale of REIT Shares to the Partnership shall be the Value of a REIT Share as of the date of exercise of such stock option. (2) The Partnership shall sell to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall sell to such Partnership Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price paid to the Special Limited Previous General Partner by the exercising party in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall transfer to such Partnership Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensationcompensa- tion, the number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(1) hereof less the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The Special Limited Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Previous General Partner, the General Partner or the Special Limited Partner in connection with the exercise of such stock option. In exchange for such Capital Contribution, the Partnership An equitable Percentage Interest adjustment shall issue a number of Partnership Common Units to be made in which the Special Limited Partner shall be treated as having made a cash contribu- tion equal to the quotient of (aamount described in Section 4.4.B(1) the number of REIT Shares issued in connection with the exercise of such stock option, divided by (b) the Adjustment Factor then in effecthereof.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Share Option Plan, an option to purchase REIT Class A Common Shares granted to a Partnership Employee is duly exercised: (1i) The Special Limited Partner Parent shall sell to the Partnership, and the Partnership shall purchase from the Special Limited PartnerParent, the number of REIT Class A Common Shares as to which such stock share option is being exercised. The purchase price per REIT Class A Common Share for such sale of REIT Class A Common Shares to the Partnership shall be the Value of a REIT Class A Common Share as of the date of exercise of such stock share option. (2ii) The Partnership shall sell to the Optionee (or if the Optionee is an employee of a Partnership SubsidiarySubsidiary of the Partnership, the Partnership shall sell to such Partnership SubsidiarySubsidiary of the Partnership, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Class A Common Share at the time of the exercise, the a number of REIT Class A Common Shares equal to (a) the exercise price paid to the Special Limited Partner Parent by the exercising party in connection with the exercise of such stock option share option, divided by (b) the Value of a REIT Class A Common Share at the time of such exercise. (3iii) The Partnership shall transfer to the Optionee (or if the Optionee is an employee of a Partnership SubsidiarySubsidiary of the Partnership, the Partnership shall transfer to such Partnership SubsidiarySubsidiary of the Partnership, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, the a number of REIT Class A Common Shares equal to the number of REIT Class A Common Shares described in Section 4.4.B(14.4(b)(i) hereof hereof, less the number of REIT Class A Common Shares described in Section 4.4.B(24.4(b)(ii) hereof. (4iv) The Special Limited Partner Parent shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Special Limited Partner Parent in connection with the exercise of such stock share option. In exchange for such Capital Contribution, the Partnership shall issue a number of Partnership Common Class A Units to the Special Limited Partner Parent equal to the quotient of (a) the number of REIT Class A Common Shares issued in connection with the exercise of such stock share option, divided by (b) the Adjustment Factor then in effect.

Options Granted to Partnership Employees. If at any time or from time to time, in connection with any Stock Option Plan, an a stock option to purchase REIT Shares granted to a Partnership Employee is duly exercised: (1) The Special Limited Partner shall sell to the Partnership, and the Partnership shall purchase from the Special Limited Partner, the number of REIT Shares as to which such stock option is being exercised. The purchase price per REIT Share for such sale of REIT Shares to the Partnership shall be the Value of a REIT Share as of the date of exercise of such stock option. (2) The Partnership shall sell to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall sell to such Partnership Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price paid to the Special Limited Partner by the exercising party in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at the time of such exercise. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall transfer to such Partnership Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(1) hereof less the number of REIT Shares described in Section 4.4.B(2) hereof. (4) The Special Limited Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Special Limited Partner in connection with the exercise of such stock option. In exchange for such Capital Contribution, the Partnership An equitable Percentage Interest adjustment shall issue a number of Partnership Common Units to be made in which the Special Limited Partner shall be treated as having made a cash contribution equal to the quotient of (aamount described in Section 4.4.B(1) the number of REIT Shares issued in connection with the exercise of such stock option, divided by (b) the Adjustment Factor then in effecthereof.

Options Granted to Partnership Employees. If at any time or from ---------------------------------------- time to time, in connection with any Stock Option Plan, an a stock option to purchase REIT Shares granted to a Partnership Employee is duly exercised: (1) The Special Limited Managing General Partner shall sell to the Partnership, and the Partnership shall purchase from the Special Limited Managing General Partner, the number of REIT Shares as to which such stock option is being exercised. The purchase price per REIT Share for such sale of REIT Shares to the Partnership shall be the Value of a REIT Share as of the date of exercise of such stock option. (2) The Partnership shall sell to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall sell to such Partnership Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Share at the time of the exercise, the number of REIT Shares equal to (a) the exercise price paid to the Special Limited Managing General Partner by the exercising party in connection with the exercise of such stock option divided by (b) the Value of a REIT Share at ------- -- the time of such exercise. (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee of a Partnership Subsidiary, the Partnership shall transfer to such Partnership Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, the number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(1) hereof less the number of REIT Shares described in Section ---- 4.4.B(2) hereof. (4) The Special Limited Managing General Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership of an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Managing General Partner or the Special Limited Partner in connection with the exercise of such stock option. In exchange for An equitable Percentage Interest adjustment shall be made in which the Managing General Partner or such Capital Contribution, the Partnership shall issue a number of Partnership Common Units to the Special Limited Partner shall be treated as having made a cash contribution equal to the quotient of (aamount described in Section 4.4.B(1) the number of REIT Shares issued in connection with the exercise of such stock option, divided by (b) the Adjustment Factor then in effecthereof.