SEPARATION AGREEMENT AND RELEASE

Exhibit 99.2

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (the “Agreement”) is entered into as of the date last written below (the “Execution Date”), by and between American Realty Capital Properties, Inc. (“ARCP”) and ARC Properties Operating Partnership, L.P., on the one hand, and Xxxxx Xxx (“Executive” and, together with ARCP, the “Parties”), on the other.

In consideration of the mutual promises and mutual covenants contained herein, the Parties agree as follows:

1. Separation of Employment and Resignation from the Board of Directors. Executive’s employment as Chief Executive Officer of ARCP, his position on ARCP’s Board of Directors, the positions set forth on Exhibit 1 hereto and any other positions, including Board positions, that he holds with ARCP, its subsidiaries and certain ARCP-related entities (including the non-traded REITs managed by ARCP or its affiliates) (all such entities collectively, the “ARCP Group”) shall end by his Voluntary Resignation effective as of December 15, 2014 (the “Separation Date”). The Employment Agreement between Executive and ARC Properties Operating Partnership, L.P., dated October 1, 2014 (the “Employment Agreement”), is terminated as of the Separation Date, except as set forth in Paragraph 7 below. Executive agrees to sign such documents as the ARCP Group may request to reflect such resignations.

2. Separation Payments and Terms. In addition to any salary payments owing under the Employment Agreement for the final payroll period through the Separation Date, Executive shall be entitled to receive the Accrued Benefits, as defined in Paragraph 6(a)(iv) of the Employment Agreement, through the Separation Date. The Parties will use their best efforts to resolve equitably the disposition of Unit 1401 located in the Optima Biltmore Tower in Phoenix, and, if the lease was entered into by Executive at ARCP’s request for a business purpose, to work cooperatively to transfer the lease from Executive to ARCP or otherwise discharge Executive from his obligations thereunder. In consideration for the terms of this Agreement, including the modification of the Employment Agreement as set forth below in Paragraph 7, the sufficiency of which Executive hereby acknowledges, Executive (a) agrees that he shall not be entitled to receive any of the payments and benefits set forth in Paragraph 6(e) of the Employment Agreement; and (b) hereby relinquishes and agrees to the cancellation of any stock issued to him pursuant to Section 3(b)(i)(A) of the Employment Agreement and hereby forfeits and relinquishes the equity grants referred to in Sections 3(b)(i)(B) and 3(b)(i)(C) of the Employment Agreement and all participation (regardless of when awarded) in the ARCP 2014 Multi-Year Out-Performance Plan. With respect to the $2 million of fully vested shares of common stock of ARCP originally issued to the Executive on October 1, 2014 pursuant to Section 3(b)(i)(A) of the Employment Agreement, the Parties agree that such transfer shall be immediately rescinded and  Executive shall return such shares and all dividends paid with respect thereto, to ARCP as promptly as practicable but in any event before December 31, 2014.  The Parties agree to make reasonable best efforts and take such further actions as may be appropriate to mitigate the tax consequences of the original transfer of such shares on the basis of such rescission, to the extent consistent with applicable tax law.    

3. Cessation of Benefits. Executive’s participation and, if applicable, Executive’s dependent(s)’ coverage under all Executive benefit plans sponsored by ARCP shall end as of the Separation Date, provided, however, that Executive shall receive separate notification from ARCP regarding Executive’s and Executive’s dependent(s)’ right to continue participation in any group health care benefit plan sponsored by ARCP at Executive’s and/or Executive’s dependent(s)’ own expense under COBRA.

4. Release of Claims. In consideration for the terms of this Agreement, including the modification of the Employment Agreement as set forth below in Paragraph 7, the sufficiency of which Executive hereby acknowledges, Executive agrees to and does waive any claims he may have for employment by any member of ARCP Group, as of the date of this Agreement, and agrees not to seek such employment or reemployment by any member of the ARCP Group in the future. Executive further agrees to and does fully, finally and forever release and discharge all members of the ARCP Group, their respective subsidiaries, affiliates, predecessors, successors and assigns, as well as each of their respective past and present shareholders, members, general partners, limited partners, directors, officers, employees (excluding Executive), representatives, agents and attorneys, and all persons acting by, through, under or in concert with any of them (collectively, the “Releasees”), of and from any and all claims, actions, causes of action, complaints, charges, grievances, liabilities, obligations, promises, agreements, controversies, damages, suits, demands, judgments, costs, losses, debts and expenses (including, without limitation, back pay, front pay, compensatory damages, punitive damages, exemplary damages, attorneys’ fees and costs actually incurred) of any nature whatsoever, whether the same be known or unknown, suspected or unsuspected, at law, in equity, or mixed, growing out of or arising from or relating in any way to any transaction, dealing, employment relationship (including, without limitation, Executive’s separation of employment from the ARCP Group), conduct, act or omission, or any other matters or things occurring or existing up through the date of execution of this Agreement, including, without limitation, wrongful discharge, breach of contract, tort, fraud, defamation, and any rights or claims under Title VII of the Civil Rights Acts of 1964 and 1991, as amended (42 U.S.C. §§ 2000e et seq.), the Americans with Disabilities Act (42 U.S.C. §§ 12101 et seq.), the Rehabilitation Act of 1973 (29 U.S.C. 701 et seq.), the Family and Medical Leave Act (29 U.S.C. §§ 2601 et seq.), the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. §§ 1001 et seq.), the New York Human Rights Law, the New York City Human Rights Law, and all other federal, state and local laws, statutes, ordinances, regulations, or common law relating to employment, discrimination in employment, termination of employment, retaliation, whistleblowing, wrongful discharge, breach of contract, fraud, defamation, assault, negligent or intentional infliction of emotional distress, wages, benefits or otherwise. This release does not include Executive’s right to enforce the terms of this Agreement or any right Executive has to indemnification in connection with any existing or future litigation, claims, or investigations arising out of or related to the subject matter of the current Audit Committee investigation or otherwise arising out of Executive’s employment by or services for the ARCP Group. This release also does not include or limit in any way the ability of the Executive to seek contribution from any Releasees other than the ARCP Group or any of the present, past, or future independent members of the Board of Directors of any member of the ARCP Group (the “Independent Directors”), or to seek to apportion liability to any Releasees other than the ARCP Group or any of the Independent Directors, in connection with any existing or future litigation arising out of or relating to the subject matter of the current Audit Committee investigation or otherwise arising out of Executive’s employment by or services for the ARCP Group.

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5. Return of Property. As required by Paragraph 13 of the Employment Agreement, Executive agrees to, within 48 hours of the Separation Date, return or arrange to be returned to ARCP all ARCP property and documents in his possession, custody or control, including, without limitation, automobiles, credit cards, computers and telecommunication equipment, keys, instructional and policy manuals, mailing lists, computer software, financial and accounting records, reports and files, and any other physical or personal property that Executive obtained in the course of his employment by ARCP. ARCP will reimburse Executive for his reasonable, out-of-pocket expenses incurred in packing and shipping ARCP equipment from his home to ARCP. Executive further agrees not to retain copies of any such Company documents, excluding publicly available documents, and documents relating directly to his own compensation and employee benefits. ARCP agrees to provide Executive with a print-out of his electronic calendar in his Outlook, to the extent that it does not contain any Confidential Information, as defined in the Employment Agreement.

6. Voluntary Execution of Agreement. Executive acknowledges and agrees that (a) he has been, and is hereby, advised by ARCP to consult with an attorney regarding the terms of this Agreement; (b) he has read this Agreement and fully understands its terms and their import, including the final and binding effect of the waiver and release by his of the claims set forth in Paragraph 4 above; (c) the consideration provided for herein is in addition to anything of value to which he was already entitled; and (d) he is entering into this Agreement of his own free will, and no promises or representations have been made to him by any person or entity to induce him to enter into this Agreement other than the express terms set forth herein.

7. Entire Agreement. This agreement sets forth the entire understanding of the parties and supersedes any and all prior agreements, oral or written, relating to Executive’s employment by the Company or the termination thereof; provided, however, that the provisions in the Employment Agreement identified in Paragraph 14(m) (other than Sections 6 and 8(d) of the Employment Agreement) that are expressly intended by their terms to survive will continue in effect in accordance with their terms, subject to the following modification. The Restricted Period of twelve months from the Termination Date as set forth in Paragraph 8(a) of the Employment Agreement is hereby modified to be six months from the Separation Date, as defined herein. Paragraph 8(a) of the Employment Agreement is otherwise unchanged and will remain in full force and effect for a period of six months from the Separation Date. The modification of the definition of Restricted Period in Paragraph 8(a) of the Employment Agreement is solely for the purposes of Paragraph 8(a) of the Employment Agreement and does not change the Restricted Period for the purposes of Paragraphs 8(b) or 8(c) of the Employment Agreement. This Agreement may not be modified except by a writing, signed by the Parties.

8. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law rules.

9. Dispute Resolution. Any disputes in connection with this Agreement must be resolved under the procedures set forth in Paragraph 11 of the Employment Agreement.

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10. Successors and Assigns. This Agreement shall be binding upon Executive’s heirs and personal representatives, and the successors and assigns of ARCP.

11. Notices. Any notices under this Agreement shall be in writing and shall be deemed given (i) upon receipt if delivered in person or by email; (ii) one business day after being sent by overnight mail or delivery service, or (iii) three business days after being deposited in the U.S. mail, certified or registered, postage prepaid, addressed as follows:

If to ARCP, delivered to:

Xxxxxxx Xxxxxxx

Lead Independent Director

c/o American Realty Capital Properties, Inc.

000 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

xxxxx@xxxxxxxxxxxx.xxx

with a courtesy copy (which does not constitute notice) delivered to:

Xxxxxxx X. Xxxxxx

Xxxxxxx X. Xxxxxx

Xxxx Xxxxxxx & Xxxxxx LLP

000 Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

xxxxxxx.xxxxxx@xxxx.xxx

If to Executive, delivered to:

Xxxxx Xxx

16717 Whirlaway Court

Leesburg, V.A. 20176

with a courtesy copy (which does not constitute notice) delivered to:

Xxxxxx Xxxxxxx

Xxxxxxxx & Xxxxx LLP

000 Xxxxxxxxx Xxxxxx, X.X

Xxxxxxxxxx, X.X. 00000-0000

xxxxxx.xxxxxxx@xxxxxxxx.xxx

12. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall be an original, and all of which shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date set forth below.

Date: December 14, 2014	/s/ Xxxxx Kay_____________________
	Xxxxx Xxx
Date: December 14, 2014	American Realty Capital Properties, Inc.
	By:	_/s/ Xxxxxxx Stanley___________________
	Name: Xxxxxxx Xxxxxxx
	Title: Lead Independent Director
Date: December 14, 2014	ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
	By: American Realty Capital Properties, Inc., its general partner
	By:	__/s/ Xxxxxxx Xxxxxxx __________________
	Name: Xxxxxxx Xxxxxxx
	Title: Lead Independent Director

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Exhibit 1

Officer Name	Entity Name	Title
Xxxxx X. Xxx	Xxxx Corporate Income Advisors, LLC	President
Xxxxx X. Xxx	Equity Fund Advisors, Inc.	President
Xxxxx X. Xxx	Xxxx REIT Advisors II, LLC	President
Xxxxx X. Xxx	Xxxx REIT Advisors V, LLC	President
Xxxxx X. Xxx	Xxxx Real Estate Income Strategy (Daily NAV) Advisors, LLC	President
Xxxxx X. Xxx	Xxxx Corporate Income Advisors II, LLC	President
Xxxxx X. Xxx	Xxxx Realty Advisors, LLC	Authorized Officer
Xxxxx X. Xxx	Xxxx Capital Partners, LLC	President
Xxxxx X. Xxx	Xxxx REIT Advisors III, LLC	President
Xxxxx X. Xxx	Xxxx REIT Advisors IV, LLC	President
Xxxxx X. Xxx	Xxxx REIT Advisors VI, LLC	President
Xxxxx X. Xxx	Xxxx REIT Advisors, LLC	President
Xxxxx X. Xxx	Xxxx Capital Advisors, Inc.	President
Xxxxx X. Xxx	ARC Properties Operating Partnership, L.P.	Chief Executive Officer
Xxxxx X. Xxx	Xxxx REIT Advisors VII, LLC	President
Xxxxx X. Xxx	Xxxx Corporate Income Advisors III, LLC	President
Xxxxx X. Xxx	American Realty Capital Properties, Inc.	Chief Executive Officer

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