Common use of Termination by the Company without Cause or by Executive for Good Reason in Connection with a Change in Control Clause in Contracts

Termination by the Company without Cause or by Executive for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment and the termination is not covered by Section 4.1, 4.2, 4.5, or 4.6 or if Executive terminates her employment for Good Reason, and the date of notice of such termination of employment is either within six months before or twelve months after a Change in Control, as defined below, the following shall apply in lieu of the provisions of Section 4.3(b): (i) The Company shall pay the Accrued Obligations as set forth in Section 4.1. (ii) Subject to Executive’s delivery of a Separation Agreement, which shall have become irrevocable, and subject to Executive’s compliance with the covenants set forth in Section 6, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall be entitled to: (A) any Accrued Bonus, paid as set forth in Section 4.2(B); (B) a Pro-Rata Bonus, if any, paid as set forth in Section 4.2(C) assuming achievement of all performance goals at target and regardless of whether the Company pays bonuses to employees generally for such Contract Year; (C) a cash payment equal to 150% of the sum of (i) Executive’s Annual Salary (without any proration) and (ii) Executive’s Annual Bonus at the target level for the Contract Year in which Executive’s employment hereunder terminates (without any proration), payable in a lump sum; (D) a cash payment of $40,000; (E) elimination of any time-based vesting conditions on any restricted stock, stock option or other equity awards in VICI REIT or the Company that Executive had been granted and which Executive then continues to hold, to the extent then unvested; (F) all performance-based equity will remain outstanding and eligible to vest, subject solely to achievement of the applicable performance goals prorated through the date of termination; (G) to the extent that Executive holds outstanding stock options as of the termination of employment, such stock options shall remain exercisable until the date six months after the effective date of such termination of employment, or the option expiration date, if earlier; and (H) to the extent that any of Executive’s vested equity awards are subject to a restriction on transfer within a specified period following vesting, such restriction shall be lifted as of the date the Separation Agreement has become irrevocable. (iii) Subject to Section 4.7, amounts payable pursuant to clauses (B), (C) and (D) of Section 4.4(ii) shall be paid on the Payment Commencement Date, provided Executive has delivered the Separation Agreement to the Employer and such Separation Agreement has become irrevocable. (iv) Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. (v) For purposes of this Agreement, a “Change in Control” shall mean:

Termination by the Company without Cause or by Executive for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment and the termination is not covered by Section 4.1, 4.2, 4.5, or 4.6 or if Executive terminates her employment for Good Reason, and the date of notice of such termination of employment is either within six months before or twelve months after a Change in Control, as defined below, the following shall apply in lieu of the provisions of Section 4.3(b): (i) The Company shall pay the Accrued Obligations as set forth in Section 4.1. (ii) Subject to Executive’s delivery of a Separation Agreement, which shall have become irrevocable, and subject to Executive’s compliance with the covenants set forth in Section 6, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall be entitled to: (A) any Accrued Bonus, paid as set forth in Section 4.2(B); (B) a Pro-Rata Bonus, if any, paid as set forth in Section 4.2(C) assuming achievement of all performance goals at target and regardless of whether the Company pays bonuses to employees generally for such Contract Year; (C) a cash payment equal to 150175% of the sum of (i) Executive’s Annual Salary (without any proration) and (ii) Executive’s Annual Bonus at the target level for the Contract Year in which Executive’s employment hereunder terminates (without any proration), payable in a lump sum; (D) a cash payment of $40,000; (E) elimination of any time-based vesting conditions on any restricted stock, stock option or other equity awards in VICI REIT or the Company that Executive had been granted and which Executive then continues to hold, to the extent then unvested; (F) all performance-based equity will remain outstanding and eligible to vest, subject solely to achievement of the applicable performance goals prorated through the date of termination; (G) to the extent that Executive holds outstanding stock options as of the termination of employment, such stock options shall remain exercisable until the date six months after the effective date of such termination of employment, or the option expiration date, if earlier; and (H) to the extent that any of Executive’s vested equity awards are subject to a restriction on transfer within a specified period following vesting, such restriction shall be lifted as of the date the Separation Agreement has become irrevocable. (iii) Subject to Section 4.7, amounts payable pursuant to clauses (B), (C) and (D) of Section 4.4(ii) shall be paid on the Payment Commencement Date, provided Executive has delivered the Separation Agreement to the Employer and such Separation Agreement has become irrevocable. (iv) Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. (v) For purposes of this Agreement, a “Change in Control” shall mean:

Termination by the Company without Cause or by Executive for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment and the termination is not covered by Section 4.1, 4.2, 4.5, or 4.6 or if Executive terminates her his employment for Good Reason, and the date of notice of such termination of employment is either within six months before or twelve months after a Change in Control, as defined below, the following shall apply in lieu of the provisions of Section 4.3(b): (i) The Company shall pay the Accrued Obligations as set forth in Section 4.1. (ii) Subject to Executive’s delivery of a Separation Agreement, which shall have become irrevocable, and subject to Executive’s compliance with the covenants set forth in Section 6, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall be entitled to: (A) any Accrued Bonus, paid as set forth in Section 4.2(B); (B) a Pro-Rata Bonus, if any, paid as set forth in Section 4.2(C) assuming achievement of all performance goals at target and regardless of whether the Company pays bonuses to employees generally for such Contract Year; (C) a cash payment equal to 150200% of the sum of (i) Executive’s Annual Salary (without any proration) and (ii) Executive’s Annual Bonus at the target level for the Contract Year in which Executive’s employment hereunder terminates (without any proration), payable in a lump sum; (D) a cash payment of $40,000; (E) elimination of any time-based vesting conditions on any restricted stock, stock option or other equity awards in VICI REIT or the Company that Executive had been granted and which Executive then continues to hold, to the extent then unvested; (F) all performance-based equity will remain outstanding and eligible to vest, subject solely to achievement of the applicable performance goals prorated through the date of termination; (G) to the extent that Executive holds outstanding stock options as of the termination of employment, such stock options shall remain exercisable until the date six months after the effective date of such termination of employment, or the option expiration date, if earlier; and (H) to the extent that any of Executive’s vested equity awards are subject to a restriction on transfer within a specified period following vesting, such restriction shall be lifted as of the date the Separation Agreement has become irrevocable. (iii) Subject to Section 4.7, amounts payable pursuant to clauses (B), (C) and (D) of Section 4.4(ii) shall be paid on the Payment Commencement Date, provided Executive has delivered the Separation Agreement to the Employer and such Separation Agreement has become irrevocable. (iv) Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. (v) For purposes of this Agreement, a “Change in Control” shall mean:

Termination by the Company without Cause or by Executive for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment and the termination is not covered by Section 4.1, 4.2, 4.5, or 4.6 or if Executive terminates her his employment for Good Reason, and the date of notice of such termination of employment is either within six months before or twelve months after a Change in Control, as defined below, the following shall apply in lieu of the provisions of Section 4.3(b): (i) The Company shall pay the Accrued Obligations as set forth in Section 4.1. (ii) Subject to Executive’s delivery of a Separation Agreement, which shall have become irrevocable, and subject to Executive’s compliance with the covenants set forth in Section 6, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall be entitled to: (A) any Accrued Bonus, paid as set forth in Section 4.2(B); (B) a Pro-Rata Bonus, if any, paid as set forth in Section 4.2(C) assuming achievement of all performance goals at target and regardless of whether the Company pays bonuses to employees generally for such Contract Year; (C) a cash payment equal to 150% of the sum of (i) Executive’s Annual Salary (without any proration) and (ii) Executive’s Annual Bonus at the target level for the Contract Year in which Executive’s employment hereunder terminates (without any proration)terminates, payable in a lump sum; (D) a cash payment of $40,000; (E) elimination of any time-based vesting conditions on any restricted stock, stock option or other equity awards in VICI REIT or the Company that Executive had been granted and which Executive then continues to hold, to the extent then unvested; (F) all performance-based equity will remain outstanding and eligible to vest, subject solely to achievement of the applicable performance goals prorated through the date of termination; (G) to the extent that Executive holds outstanding stock options as of the termination of employment, such stock options shall remain exercisable until the date six months after the effective date of such termination of employment, or the option expiration date, if earlier; and (H) to the extent that any of Executive’s vested equity awards are subject to a restriction on transfer sale within a specified period following vesting, such restriction shall be lifted as of the date the Separation Agreement has become irrevocable. (iii) Subject to Section 4.7, amounts payable pursuant to clauses (B), (C) and (D) of Section 4.4(ii) shall be paid on the Payment Commencement Date, provided Executive has delivered the Separation Agreement to the Employer and such Separation Agreement has become irrevocable. (iv) Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. (v) For purposes of this Agreement, a “Change in Control” shall mean:

Termination by the Company without Cause or by Executive for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment and the termination is not covered by Section 4.1, 4.2, 4.5, or 4.6 or if Executive terminates her his employment for Good Reason, and the date of notice of such termination of employment is either within six months before or twelve months after a Change in Control, as defined below, the following shall apply in lieu of the provisions of Section 4.3(b): (i) The Company shall pay the Accrued Obligations as set forth in Section 4.1. (ii) Subject to Executive’s delivery of a Separation Agreement, which shall have become irrevocable, and subject to Executive’s compliance with the covenants set forth in Section 6, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall be entitled to: (A) any Accrued Bonus, paid as set forth in Section 4.2(B); (B) a Pro-Rata Bonus, if any, paid as set forth in Section 4.2(C) assuming achievement of all performance goals at target and regardless of whether the Company pays bonuses to employees generally for such Contract Year; (C) a cash payment equal to 150% of the sum of (i) Executive’s Annual Salary (without any proration) and (ii) Executive’s Annual Bonus at the target level for the Contract Year in which Executive’s employment hereunder terminates (without any proration), payable in a lump sum; (D) a cash payment of $40,000; (E) elimination of any time-based vesting conditions on any restricted stock, stock option or other equity awards in VICI REIT or the Company that Executive had been granted and which Executive then continues to hold, to the extent then unvested; (F) all performance-based equity will remain outstanding and eligible to vest, subject solely to achievement of the applicable performance goals prorated through the date of termination; (G) to the extent that Executive holds outstanding stock options as of the termination of employment, such stock options shall remain exercisable until the date six months after the effective date of such termination of employment, or the option expiration date, if earlier; and (H) to the extent that any of Executive’s vested equity awards are subject to a restriction on transfer within a specified period following vesting, such restriction shall be lifted as of the date the Separation Agreement has become irrevocable. (iii) Subject to Section 4.7, amounts payable pursuant to clauses (B), (C) and (D) of Section 4.4(ii) shall be paid on the Payment Commencement Date, provided Executive has delivered the Separation Agreement to the Employer and such Separation Agreement has become irrevocable. (iv) Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. (v) For purposes of this Agreement, a “Change in Control” shall mean:

Termination by the Company without Cause or by Executive for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment and the termination is not covered by Section 4.1, 4.2, 4.2 or 4.5, or 4.6 or if Executive terminates her his employment for Good Reason, and the date of notice of such termination of employment is either within six months before or twelve months after a Change in Control, as defined below, the following shall apply in lieu of the provisions of Section 4.3(b): (i) The Company shall pay the Accrued Obligations as set forth in Section 4.1. (ii) Subject to Executive’s delivery of a Separation Agreement, which shall have become irrevocable, and subject to Executive’s compliance with the covenants set forth in Section 6, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall be entitled to: (A) any Accrued Bonus, paid as set forth in Section 4.2(B); (B) a Pro-Rata Bonus, if any, paid as set forth in Section 4.2(C) assuming achievement of all performance goals at target and regardless of whether the Company pays bonuses to employees generally for such Contract Year); (C) a cash payment equal to 150200% of the sum of (i) Executive’s Annual Salary (without any proration) and (ii) Executive’s Annual Bonus at the target level for the Contract Year in which Executive’s employment hereunder terminates (without any proration)terminates, payable in a lump sum; (D) a cash payment of $40,000; (E) elimination of any time-based all vesting conditions on any restricted stock, stock option or other equity awards in VICI REIT or the Company that Executive had been granted and which Executive then continues to hold, to the extent then unvested;; and (F) all performance-based equity will remain outstanding and eligible to vest, subject solely to achievement of the applicable performance goals prorated through the date of termination; (G) to the extent that Executive holds outstanding stock options as of the termination of employment, such stock options shall remain exercisable until the date six months after the effective date of such termination of employment, or the option expiration date, if earlier; and (H) to the extent that any of Executive’s vested equity awards are subject to a restriction on transfer within a specified period following vesting, such restriction shall be lifted as of the date the Separation Agreement has become irrevocable. (iii) Subject to Section 4.74.6, amounts payable pursuant to clauses (B), (C) and (D) of Section 4.4(ii) shall be paid on the Payment Commencement Date, provided Executive has delivered the Separation Agreement to the Employer and such Separation Agreement has become irrevocable. (iv) Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. (v) For purposes of this Agreement, a “Change in Control” shall mean: