VICI PROPERTIES INC. (Form: 8-K, Received: 08/30/2018 16:29:01)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

__________________________________________________

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 29, 2018

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VICI Properties Inc.

(Exact Name of Registrant as Specified in its Charter)

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Maryland	001-38372	81-4177147
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

430 Park Avenue, 8th Floor

New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (646) 949-4631

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

__________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:




☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).




☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 29, 2018, the Board of Directors (the “Board”) of VICI Properties Inc. (the “Company”), based on the recommendation of the Compensation Committee (the “Compensation Committee”) of the Board, adopted a long-term incentive compensation program (the “LTIP”) that provides for the granting of equity incentive awards under the VICI Properties Inc. 2017 Equity Incentive Plan (the “2017 Plan”) to the Company’s executive officers and certain other officers and employees as designated by the Compensation Committee. The LTIP was established in consultation with the Compensation Committee’s independent compensation consultant, and is intended to closely align the interest of the Company’s executive officers (and other eligible employees) with the interest of our stockholders. In particular, the LTIP is intended to focus our executive officers and other eligible employees on, and reward them for, achieving our long-term goals and enhancing stockholder value. For each fiscal year, the LTIP provides for annual grants of full value equity awards that are issued in two parts such that (i) 40% are time-based awards consisting of restricted common stock (“Time-Based Awards”) that vest over a three-year period and (ii) 60% are performance-based awards consisting of performance-based restricted stock units (“PSUs”) that vest based on the achievement of certain performance conditions over a three-year performance period.

Each fiscal year, the Compensation Committee will determine an aggregate target value (including the time-based and performance-based portions) of the annual LTIP Award (the “Aggregate Target Value”) for each participant. Unless otherwise determined by the Compensation Committee, the Aggregate Target Value for each participant is specifically proscribed in the participant’s employment agreement or offer letter (and is generally designated as a percentage (%) of his or her base salary). The performance conditions used for the performance-based portion of the LTIP, and the levels of performance (threshold, target and superior) required to be achieved under the program, will be set by the Compensation Committee annually (in the first quarter of each applicable year, other than with respect to 2018 given the timing of approving the LTIP). At the same time that the performance conditions and levels are set by the Compensation Committee, the Compensation Committee will review and establish the Aggregate Target Value of the annual award under the LTIP for each executive officer and other eligible employee for the applicable fiscal year.

The following summary of the LTIP, the Time-Based Awards, the PSUs, the form of LTIP Time-Based Restricted Stock Grant Agreement (the “Restricted Stock Award Agreement”) and the form of LTIP Performance-Based Restricted Stock Unit Grant Agreement (the “PSU Award Agreement”) does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Restricted Stock Award Agreement, a copy of which is filed herewith as Exhibit 10.1, and the form of PSU Award Agreement, a copy of which is filed herewith as Exhibit 10.2, and each of which is incorporated herein by reference. In addition, the following summary of the Restricted Stock Award Agreement and the PSU Award Agreement specifically describes the terms of such agreements as they relate to the Company’s executive officers with employment agreements.

Time-Based Portion of LTIP Award

The Time-Based Awards will be issued pursuant to a form of Restricted Stock Award Agreement, and be in the form of shares of restricted stock, which shall vest ratably over three years (provided, however, that, as discussed below, with respect to the Time-Based Awards under the 2018 LTIP Awards, the first vesting date shall be on March 31, 2019 and the next vesting dates shall be the next two anniversaries thereof). There are no performance conditions attached to the Time-Based Awards; the only requirement for vesting is continued service (except as otherwise provided in the participant’s employment agreement in specific instances such as terminations without “cause” or for “good reason”, including following a “change in control”). Dividends on the shares of restricted stock are held by the Company and deemed invested in the shares of common stock and are payable in cash only if and to the extent that the shares vest. As such, no dividends will be paid on unvested shares of restricted stock.

Performance-Based Portion of LTIP Award

The PSUs will be issued pursuant to a form of PSU Award Agreement. With respect to the portion of the LTIP Award that is performance based, 50% of the award will vest on the basis of the Company’s Absolute Total Stockholder Return

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and 50% of the award will vest on the basis of the Company’s Relative Total Stockholder Return versus the REIT Index (in each case based on actual results, as measured over a three-year performance period); provided, however, that the performance conditions for future awards may subsequently be changed by the Compensation Committee. The PSU Award Agreement provides that a recipient is granted a target number of restricted stock units and is eligible to earn from 0% to 200% of such target number of restricted stock units based on the level of achievement of the foregoing performance conditions during the applicable three-year performance period beginning on January 1 of the fiscal year of such grant and ending on December 31 of the third year following such grant.

As soon as practicable following the end of the performance period, the Compensation Committee shall determine the Company’s level of achievement of the performance conditions and the percentage of the target number of PSUs earned by the recipient pursuant to such criteria, and, therefore, the number of shares of common stock, if any, to be delivered. Vested PSUs shall be settled shortly thereafter, but in no event later than March 15 ^th following the end of the performance period. If the Company’s performance is above threshold and between any two levels of performance (i.e., between threshold and target or between target and superior), the number of PSUs that will become vested will be determined based on linear interpolation between such goals. If the Company’s performance falls below the threshold level for the applicable performance condition (i.e., Absolute Total Stockholder Return or Relative Total Stockholder Return), no portion of the PSU subject to such performance component shall become vested. For avoidance of doubt, failure to achieve threshold of one performance condition (i.e., failure to achieve threshold for Absolute Total Stockholder Return or failure to achieve threshold for Relative Total Stockholder Return) shall not result in the forfeiture of the PSUs subject to the performance condition that is achieved. Notwithstanding the above, in the event that the Company’s Absolute Total Stockholder Return for the performance period is negative, the number of PSUs that vest based on Relative Total Stockholder Return shall not exceed the threshold level of PSUs for the Relative Total Stockholder Return performance condition, even if the Company’s Relative Total Stockholder Return exceeds Relative Total Stockholder Return threshold performance.

In the event a participant’s termination of employment prior to the expiration of the applicable performance period, any unvested PSUs (and any related dividend equivalents) shall be forfeited without consideration as of the date of such termination. Notwithstanding the foregoing, for participants with employment agreements (i) in the event of the death, disability, termination of employment without cause or resignation with good reason, a pro rata portion (determined based on the number of days elapsed between the start of the performance period through the date of termination) of the PSUs shall remain outstanding during the performance period and shall vest and be settled, if and to the extent, the applicable performance conditions are achieved at the end of the performance period and (ii) if the employment terminates during the performance period as a result of the Company’s decision not to renew the executive officer’s employment agreement (a “Company Non-Renewal”), the participant’s termination of employment shall be treated as a termination by the Company without cause as set forth in clause (i) of this sentence.

The PSU Award Agreement further provides that, in the event of a consummation of a change in control (as defined in the PSU Award Agreement) during the applicable performance period:

•

if the PSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor, the PSUs shall become vested and settled as of the date of consummation of the change in control based on the greater of target or actual performance through the date immediately prior to the consummation of the change in control if either (i) the executive officer is employed on the date of the change in control, or (ii) if the executive officer is party to an employment agreement with the Company, the executive officer is terminated within the six months prior to the change in control; and

•

if the PSUs are assumed or exchanged for an equivalent award by the Company or its successor in connection with a change in control and the executive officer’s employment with the Company is terminated during the applicable performance period (i) by the Company without cause, (ii) by the executive officer for good reason or (iii) at the scheduled expiration of the term of the executive officer’s employment agreement on account of a Company Non-Renewal, and any such termination set forth in clauses (i), (ii) or (iii) occurs within six months prior to the consummation of a change in control or on or within the twelve months following a change in control, then, notwithstanding anything else in the PSU Award Agreement to the contrary, the PSUs shall become vested and settled as of the date of consummation of the change in control based on the greater of

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target or actual performance through the date immediately prior to the consummation of the change in control. Settlement of the PSUs in the event of such a termination within six month prior to or twelve months following a chance in control shall be on (i) the date of the change in control (if the termination occurred within six months prior to the consummation of the change in control), (ii) the date of termination of employment (if the termination occurs within twelve months following to the consummation of the change in control), or (iii) if required for tax purposes, the date the PSUs were to be originally settled absent the change in control.

With respect to the PSUs, dividends accumulate and are payable in cash only if and to the extent that the PSUs vest. As such, no dividends will be paid on unearned PSUs. The PSUs (and any related dividend equivalents) are subject to recoupment in accordance with any existing clawback or recoupment policy, or any clawback or recoupment policy that the Company is otherwise required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.

2018 LTIP Awards

In connection with the adoption of the LTIP, the Compensation Committee approved the grant of the following awards to the Company’s executive officers for the 2018 fiscal year as set forth in the table below, such grants effective as of August 29, 2018. As discussed above, in future years, the grants will be made in the first quarter of the applicable fiscal year.



Participant and Position			Aggregate  Amount of Target LTIP Award	Time-Based Award (40% of Aggregate Target LTIP) (1)	Performance-Based Award (60% of Aggregate Target LTIP)(2)
Participant and Position			Aggregate  Amount of Target LTIP Award	Time-Based Award (40% of Aggregate Target LTIP) (1)	Threshold   (50%)	Target (100%)	Superior (200%)
Ed Pitoniak Chief Executive Officer			$1,812,500	$725,000	$543,750	$1,087,500	$2,175,000
John Payne President and Chief Operating Officer			$900,000	$360,000	$270,000	$540,000	$1,080,000
David Kieske EVP and Chief Financial Officer			$675,000	$270,000	$202,500	$405,000	$810,000
Samantha Gallagher EVP and General Counsel			$517,050	$206,820	$155,115	$310,230	$620,460


	⁽¹⁾	The number of restricted shares of common stock to be issued pursuant to the Time-Based Awards shall be determined by dividing the applicable dollar amounts by the 10-Trading Day volume weighted average price (determined in a manner consistent with prior grants) as of August 29, 2018.
	⁽²⁾	The number of PSUs to be issued pursuant to the Performance-Based Awards shall be issued at an amount equal to the target amount set forth above, with the number of restricted stock units having been determined by dividing the applicable target dollar amount of such awards by the Monte Carlo grant date fair value per share as of August 29, 2018.

The time-based portion of the 2018 LTIP Awards will be issued pursuant to the Company’s standard form of Restricted Stock Grant Agreement and will vest in three equal installments on March 31, 2019, 2020 and 2021, subject to accelerated vesting as set forth in the 2017 Plan, the applicable award agreement or the applicable employment agreement.

With respect to the performance-based portion of the 2018 LTIP Awards, which will be issued pursuant to the form of PSU Award Agreement, 50% of the award will vest on the basis of the Company’s Absolute Total Stockholder Return and 50% of the award will vest on the basis of the Company’s Relative Total Stockholder Return versus the REIT Index (in each case based on actual results, as measured over the three-year performance period from January 1, 2018 to

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December 31, 2020). The PSU Award Agreement for the 2018 LTIP Awards provides that the participant is granted a target number of restricted stock units (as set forth above) and is eligible to earn from 0% to 200% of such target number of restricted stock units based on the level of achievement of the foregoing performance conditions during such three-year performance period from January 1, 2018 through December 31, 2020.


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits . The following exhibits are being filed with this Current Report on Form 8-K:



Exhibit No.		Description

10.1		Form of LTIP Time-Based Restricted Stock Grant Agreement
10.2		Form of LTIP Performance-Based Restricted Stock Unit Grant Agreement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VICI PROPERTIES INC.

Date: August 30, 2018 By: /s/ SAMANTHA S. GALLAGHER

Samantha S. Gallagher

Executive Vice President, General Counsel and Secretary

Exhibit 10.1

VICI Properties Inc.

Restricted Stock Grant Agreement

THIS AGREEMENT, (the “ Agreement ”) made as of [•], 20[•], between VICI Properties Inc. (the “ Company ”) and [•] (the “ Grantee ”).

WHEREAS, the Company has adopted and maintains the VICI Properties Inc. 2017 Stock Incentive Plan (the “ Plan ”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, and who are responsible for the management, growth and protection of the business of the Company or its subsidiaries, with incentives to: (a) enter into and remain in the service of the Company or a Company subsidiary, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company (whether directly or indirectly through enhancing the long-term performance of a Company subsidiary);

WHEREAS, the Plan provides that the Compensation Committee of the Board of Directors of the Company (the “ Board ”) or such other committee to which the Board has delegated such authority or the Board (such committee or the Board, as applicable, the “ Administrator ”) shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards; and

WHEREAS, the purposes of the Plan would be furthered by a grant to the Grantee;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Grant of Restricted Stock . Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee [•] restricted shares (the “ Restricted Stock ”) of common stock of the Company (“ Common Stock ”).

2. Grant Date . The Grant Date of the Restricted Stock is [•] (the “ Grant Date ”).

3. Incorporation of Plan . All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Administrator, shall govern. Except as otherwise provided herein, all capitalized terms used herein shall have the meaning given to such terms in the Plan.

4. Vesting . [Subject to Section 6 hereof and the further provisions of this Agreement, the Restricted Stock shall vest on [•], subject to the Grantee’s continued service with the Company on such date ([the][each] a “ Vesting Date ”).] [The Restricted Stock shall be fully vested as of the Grant Date.]

5. Restrictions on Transferability . The Restricted Stock may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Grantee, except by will or by the laws of descent and distribution. In the event that the Grantee becomes legally incapacitated, the Grantee’s rights with respect to the Restricted Stock shall be exercisable by the Grantee’s legal guardian or legal representative. The Restricted Stock shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Restricted Stock contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon any of the shares of Restricted Stock, shall be null and void and without effect. [The provisions of this Section 5 shall remain in effect until [•].]

6. Termination of Service . In the event that the Grantee’s service with the Company terminates before the Restricted Stock is vested, the unvested Restricted Stock, together with any dividends or distributions related to such Restricted Stock, as set forth in Section 9 hereof, shall be forfeited as of the date such service terminates and

the Grantee shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock and dividends or distributions[, unless otherwise provided in Grantee’s employment agreement with the Company].

7. Issuance of Certificates .

(a) Reasonably promptly after the Grant Date, the Company shall issue stock certificates, registered in the name of the Grantee, evidencing the shares of Restricted Stock or shall make (or cause to be made) an appropriate book entry reflecting the Grantee’s ownership of the shares of Restricted Stock. The Restricted Stock, if certificated, shall bear the following legend:

THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE VICI PROPERTIES INC. 2017 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN VICI PROPERTIES INC. AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF VICI PROPERTIES INC.

(b) Each certificate issued pursuant to Section 7(a) hereof, together with the stock powers relating to such shares of Restricted Stock, shall be held in the custody of the Company. The Company shall issue to the Grantee a receipt evidencing the certificates held by it which are registered in the name of the Grantee.

(c) Reasonably promptly after the restrictions on transferability set forth in Section 5 hereof lapse, in the case of certificated shares, in exchange for the surrender to the Company of the receipt evidencing the Restricted Stock, delivered to the Grantee under Section 7(b) hereof, and the receipts evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Grantee (or the Grantee’s legal representative, beneficiary or heir) the certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 7(a) hereof.

(d) The Company may require as a condition of the delivery of stock certificates pursuant to Section 7(c) hereof that the Grantee remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Administrator, in its sole discretion, may permit the Grantee to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash.

(e) The Grantee shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made reflecting the issuance thereof pursuant to Section 7(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry, the Grantee shall have all of the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

8. Securities Matters . The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “ 1933 Act ”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Administrator may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Administrator, in its sole discretion, deems necessary or desirable. The Grantee specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Grantee may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

9. Dividends, etc .

(a) Unless the Administrator otherwise determines, any property received by the Grantee with respect to a share of Restricted Stock as a result of any cash dividend, stock dividend, recapitalization, merger, consolidation, combination, exchange of shares or otherwise, (i) will not vest until such share of Restricted Stock vests, (ii) may be held by the Company and (iii) shall be subject to the provisions of this Agreement, including the restrictions set forth in Section 8, and to all other restrictions as apply to the shares in respect of which such property was paid. The Company shall issue to the Grantee a receipt evidencing the property held by it in respect of the Restricted Stock. Any such property (but not including securities) received by the Grantee with respect to a share of Restricted Stock shall be returned to the Company in the event such share of Restricted Stock is forfeited. Any securities received by the Grantee with respect to a share of Restricted Stock as a result of any dividend, recapitalization, merger, consolidation, combination, exchange of shares or otherwise will not vest until such share of Restricted Stock vests and shall be forfeited if such share of Restricted Stock is forfeited. Unless the Administrator otherwise determines, such securities shall bear a legend, as set forth in Section 7(a) hereof.

(b) Any cash dividends received with respect to the Restricted Stock that are held by the Company pending vesting of the underlying shares of Restricted Stock, shall be deemed invested in a number of shares of Common Stock, including fractional shares, equal to (i) the value of the dividend that the Grantee received with respect to the Restricted Stock divided by (ii) the closing price of a share of Common Stock on the date the dividend was issued, which deemed shares also shall be allocated dividends, as are shares of Restricted Stock. If the Restricted Stock is forfeited, the corresponding dividends shall be forfeited as well. At such time as the Restricted Stock vests, the Company shall pay the Grantee an amount in cash equal to the value of the shares of Common Stock in which such dividends are deemed invested.

10. Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, must be in a writing signed by such party and shall be effective only to the extent specifically set forth in such writing.

11. Right of Discharge Preserved . Nothing in this Agreement shall confer upon the Grantee the right to continue in the service of the Company, or affect any right which the Company may have to terminate such service.

12. Integration . This Agreement, the Plan and any employment agreement between the Grantee and the Company (the “ Employment Agreement ”) contains the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings

with respect to the subject matter hereof other than those expressly set forth herein. This Agreement and the Employment Agreement, including, without limitation, the Plan, supersedes all prior agreements and understandings, written or oral, between the parties with respect to its subject matter.

13. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

14. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the provisions governing conflict of laws.

15. Forfeiture and Recapture . The Restricted Stock and any dividends or other distributions paid with respect to the Restricted Stock will be subject to recoupment in accordance with any existing clawback or recoupment policy, or any clawback or recoupment policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.

16. Obligation to Notify . If the Grantee makes the election permitted under Section 83(b) of the Internal Revenue Code of 1986, as amended (that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), the Grantee shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service and shall within the same 10-day period remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to such inclusion in the Grantee’s income. The Grantee should consult with his or her tax advisor to determine the tax consequences of acquiring the Restricted Stock and the advantages and disadvantages of filing the Section 83(b) election. The Grantee acknowledges that it is his or her sole responsibility, and not the Company’s, to file a timely election under Section 83(b), even if the Grantee requests the Company or its representatives to make this filing on his or her behalf.

17. Grantee Acknowledgment . The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee hereby acknowledges that all decisions, determinations and interpretations of the Administrator in respect of the Plan, this Agreement and the Restricted Stock shall be final and conclusive.

18. Section 409A . This Agreement is intended to comply with Section 409A of the Code (“ Section 409A ”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of the Plan or this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company or any of its subsidiaries or affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A.

19. Notices . Any notice hereunder by the Grantee shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company, or the person acting in such capacity, at the Company’s principal executive offices. Any notice hereunder by the Company shall be given to the Grantee in writing at the most recent address as the Grantee may have on file with the Company.

Exhibit 10.2

VICI Properties Inc.

Performance-Based Restricted Stock Unit Agreement

THIS AGREEMENT, is made as of [•], 2018, between VICI Properties Inc., a Maryland corporation (the “ Company ”), and [•] (the “ Grantee ”).

WHEREAS, the Plan provides that the Compensation Committee of the Board of Directors of the Company or such other committee to which the Board of Directors has delegated such authority or the Board of Directors (such committee or the Board of Directors, as applicable, the “ Administrator ”) shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards; and

WHEREAS, the Administrator has determined that the purposes of the Plan would be furthered by granting the Grantee an award of restricted stock units (“ RSUs ”) under the Plan as set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Grant of RSUs . Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee an award of performance-based RSUs (“ Performance RSUs ” or “ Performance Stock Units ”) in an amount of [•] Performance RSUs (the “ Target Award ”). Each vested Performance RSU represents the right to receive one share of Common Stock, subject to the terms and conditions of the Plan (including but not limited to Section 3.6 of the Plan) and this Agreement.

2. Grant Date . The Grant Date of the Target Award is [•], 2018 (the “ Grant Date ”).

3. Incorporation of Plan . All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. Except as otherwise provided herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.

4. Vesting; Settlement . The performance period for the Target Award shall be the period beginning January 1, 2018 and ending on December 31, 2020 (or, if earlier and otherwise provided in this Agreement, the day prior to the consummation of a Change in Control) (the

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“ Performance Period ”). Subject to the terms and conditions of this Agreement, the number of Performance RSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance conditions set forth on Exhibit A (such performance conditions, the “ Performance Conditions ”) over the Performance Period, with the number of Performance RSUs that may be earned and vested ranging from zero to 200% of the Target Award. Any Performance RSUs that are determined not to be earned and vested at the end of the Performance Period shall be forfeited and canceled for no value without further action by the Grantee or the Company.

As soon as practicable following the end of the Performance Period (and, in no event later than March 15th following the end of the Performance Period), the Administrator shall determine (i) the level of achievement of the Performance Conditions and the percentage of the Target Award earned pursuant to such criteria (the date of such determination, the “ Determination Date ”) and (ii) the number of Performance RSUs deemed earned and, therefore, the number of shares of Common Stock, if any, to be delivered.

As soon as practicable following the Determination Date (but in no event later than March 15 ^th following the end of the Performance Period), (a) all vested Performance RSUs shall be settled and (b) subject to Section 3.6 and Section 9 of the Plan, the Company shall deliver to the Grantee one unrestricted, fully transferable share of Common Stock for each vested Performance RSU.

5. Change in Control . In the event of a consummation of a Change in Control during the Performance Period and while the Grantee is employed by the Company, [ For Grantee’s with Employment Agreements : or if the Grantee is terminated within six (6) months prior to the Change in Control] if the Performance RSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor, the number of Performance RSUs that shall vest shall be determined as if the Performance Period ended as of the day immediately prior to the consummation of the Change of Control based on actual performance through such day and shall be earned and vested as of such date, provided that the number of Performance RSUs that shall be earned and vested in accordance with the foregoing clause shall not be less than 100% of the Target Award. The earned and vested Performance RSUs (and any related dividend equivalents) shall be settled on the consummation of the Change in Control.

For this purpose, “ Change in Control ” shall mean the occurrence of one of the following events: (a) any transaction or group of related transactions (whether a merger, consolidation, sale or otherwise) pursuant to which any Person (in any case, excluding the Company and any Company Affiliate) or group (within the meaning of Section 13(d)(3) of the Exchange Act) of such Persons acting together pursuant to which such Person or group of Persons is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 30% of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company; (b) any disposition in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries (which shall be defined to include any corporation, partnership, limited liability company or other entity of which more than 50% of the economic interest in such entity is owned directly or indirectly by the Company or another subsidiary of the Company), determined on a consolidated basis, to any Person or Persons (in any

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case, excluding the Company and any Company Affiliate); (c) within a 12-month period, a majority of the members of the Board cease to be Continuing Directors; (d) the consummation of a merger, consolidation, reorganization or similar corporate transaction involving the Company, other than a merger, consolidation, reorganization or similar corporate transaction which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least a majority of the aggregate voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger, consolidation, reorganization or similar corporate transaction; or (e) a liquidation or dissolution of the Company. As used herein, a “ Continuing Director ” means any member of the Board who was a member of such Board on the date hereof; provided that any person becoming a director subsequent to such date whose election or nomination for election was supported by a majority of the directors who then comprised the Continuing Directors shall be considered to be a Continuing Director.

For the purposes hereof, the term “ Company Affiliate ” shall mean any individual or entity that directly or indirectly controls, is controlled by, or is under common control with the Company and “ Person ” shall mean an individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, association or other entity or a governmental entity. Notwithstanding the foregoing, to the extent that the Performance RSU Award is considered “nonqualified deferred compensation” subject to Section 409A of the Code and the rules and regulations thereunder (“ Section 409A ”) and where Change in Control is the basis for a payment, delivery or issuance event, or changes the time and form of payment, delivery or issuance, to the extent required to avoid additional taxes and/or penalties under Section 409A, a Change in Control shall only occur if such event also constitutes a “change in the ownership,” “change in effective control” and/or “change in the ownership of a substantial portion of the assets” of the Company, as those terms are defined under Treasury Regulation §1.409A-3(i)(5).

6. Termination of Employment .

[ For Grantees without Employment Agreements: Except as otherwise specifically provided by the Administrator, or provided in any other current or future policy or program of the Company or a Company Affiliate, in the event that the Grantee’s employment with the Company or any Company Affiliate terminates for any reason prior to the end of the Performance Period, any unvested Performance RSUs subject to this Agreement (and any related dividend equivalents) shall be forfeited and canceled for no value as of the date such employment terminates and the Grantee shall not be entitled to any compensation or other amount with respect to such forfeited Performance RSUs. For avoidance of doubt, in the event the Grantee’s employment with the Company or any Company Affiliate terminates for any reason following the end of the Performance Period and prior to settlement of the Performance RSUs, the Grantee shall continue to be entitled to receive the Performance RSUs, if any, that become earned and vested based on the Administrator’s determination of the Performance Conditions.]

[ For Grantees with Employment Agreements : (a) Subject to Section 6(c) below, if the Grantee’s employment with the Company or a Company Affiliate is terminated during the Performance Period on account of the Grantee’s death, Disability or termination by the Company or a Company Affiliate

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without Cause or the Grantee’s resignation for Good Reason (the effective date of such termination, the “ Termination Date ”), a pro rata portion (determined based on a calculation where the numerator is the number of days that have elapsed between the start of the Performance Period through the Termination Date, and the denominator is the total number of days in the Performance Period) of the Grantee’s Performance RSU shall remain outstanding during the Performance Period and shall vest and be settled, if and to the extent, the Performance Conditions are achieved.

(b) If the Grantee’s employment with the Company or a Company Affiliate terminates during the Performance Period and at the scheduled expiration of the term of the Grantee’s employment agreement with the Company on account of a non-renewal of the term as a result of a decision by the Company not to renew the employment agreement (“ Company Non-Renewal ”), the Grantee’s termination of employment shall be treated as a termination by the Company without Cause.

(c) If the Performance RSUs are assumed or exchanged for an equivalent award by the Company or its successor in connection with a Change in Control and the Grantee’s employment with the Company or a Company Affiliate is terminated during the Performance Period (i) by the Company or a Company Affiliate without Cause, (ii) by the Grantee for Good Reason or (iii) at the scheduled expiration of the term of the Grantee’s employment agreement with the Company on account of a Company Non-Renewal, and any such termination set forth in clauses (i), (ii) or (iii) occurs within six (6) months prior to the consummation of a Change in Control or on or within the twelve (12) months following a Change in Control, then, notwithstanding anything else herein to the contrary, the number of Performance RSUs (and related dividend equivalents) that shall vest and be settled, if any, shall be determined as if the Performance Period ended as of the day immediately prior to the consummation of the Change of Control based on actual performance through such day and shall not be pro-rated as provided in clause (a) of this section, provided further that , the number of Performance RSUs that shall vest in accordance with this clause shall not be less than 100% of the Target Award. If any such termination occurs (a) within six (6) months prior to the consummation of a Change in Control, then the earned and vested Performance RSUs (and any related dividend equivalents) shall be settled on the consummation of the Change in Control, and (b) within the twelve (12) months following a Change in Control, then the earned and vested Performance RSUs (and any related dividend equivalents) shall be settled on the date of termination; provided , however , if required to avoid additional taxes under Section 409A, such Performance RSUs (and any related dividend equivalents) shall be settled at the same time the Performance RSUs would have been settled absent the Change in Control.

(d) For avoidance of doubt, in the event the Grantee’s employment with the Company or any Company Affiliate terminates for any reason following the end of the Performance Period and prior to settlement of the Performance RSUs, the Grantee shall continue to be entitled to receive the Performance RSUs, if any, that become earned and vested based on the Administrator’s determination of the Performance Conditions.

(e) For purposes hereof, “ Cause ,” “ Disability ,” and “ Good Reason ” shall have the meaning assigned to such terms in the Grantee’s employment agreement with the Company.]

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7. Dividend Equivalents . The Grantee shall be entitled to receive dividend equivalents in respect of each Performance RSU that vests, if any, pursuant to this Agreement or the Plan. At the time the Company delivers shares of Common Stock in respect of Grantee’s earned and vested Performance RSUs, the Company shall also pay the Grantee a lump sum cash amount equal to the cash dividends the Grantee would have received had the Grantee held such number of shares of Common Stock from the Grant Date through and including the date of the Grantee’s receipt of such shares of Common Stock in settlement of the Grantee’s earned and vested Performance RSUs. No interest will accrue on such dividend equivalents. No dividend equivalent amounts will be paid in respect of unvested or forfeited Performance RSUs.

8. Restrictions on Transferability . The Performance RSUs may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Grantee, except by will or by the laws of descent and distribution. In the event that the Grantee becomes legally incapacitated, the Grantee’s rights with respect to the Performance RSUs shall be exercisable by the Grantee’s legal guardian or legal representative. The Performance RSUs shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Performance RSUs contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon any Performance RSUs, shall be null and void and without effect.

9. Tax Matters . The Grantee agrees that in order to satisfy any income, employment and/or other applicable taxes that are statutorily required to be withheld in respect of the Performance RSUs (and any corresponding dividend equivalents), the Company shall withhold a number of shares of Common Stock otherwise issuable to the Grantee upon settlement of the Performance RSUs equal in value to the minimum amount (or such other amount that is permitted and agreed by the Administrator provided that the tax or accounting treatment of the Performance RSUs are not changed) necessary to satisfy the statutorily required withholding liability, if any (“ Withholding Taxes ”), except to the extent that the Grantee shall have elected to pay such Withholding Taxes to the Company in cash (by check or wire transfer). The number of shares of Common Stock equal to the Withholding Taxes shall be determined using the closing price per share on the New York Stock Exchange (or other principal exchange on which the shares of Common Stock then trade) on the trading day immediately prior to the date of issuance of the shares of Common Stock to the Grantee, and shall be rounded up to the nearest whole share.

10. No Rights as a Stockholder; Unfunded . The Grantee shall not be deemed for any purpose to be, or have rights as, a stockholder of the Company by virtue of the Target Award, unless and until shares of Common Stock subject to the Performance RSUs are delivered. Upon the settlement of the Performance RSUs, the Company shall either issue a stock certificate or make an appropriate book entry, at which time the Grantee shall have all the rights of a stockholder with respect to the Common Stock, including the right to vote the shares of Common Stock. The Performance RSUs are an unfunded, unsecured obligation of the Company.

11. Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver

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of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, must be in a writing signed by such party and shall be effective only to the extent specifically set forth in such writing.

12. Right of Discharge Preserved . Nothing in this Agreement shall confer upon the Grantee the right to continue in the employ or other service of the Company, or affect any right which the Company may have to terminate such employment or service; provided , however , that nothing herein shall affect the Grantee’s right to severance, payments or other benefits, if any, the Grantee may be entitled to under any other agreement with the Company.

13. Integration . This Agreement, together with the Plan, contain the entire understanding of the parties with respect to its subject matter. Notwithstanding the foregoing to the extent the Grantee is party to an employment agreement with the Company or Company Affiliate which provides for more favorable treatment on a termination of employment, change in control, or similar provision, the provisions of such employment agreement shall govern. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement, including, without limitation, the Plan, and any employment agreement between the Grantee and the Company or any Company Affiliate (to the extent such employment agreement provides for more favorable treatment on a termination, change in control or similar provision) supersedes all prior agreements and understandings, written or oral, between the parties with respect to its subject matter.

14. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

15. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the provisions governing conflict of laws.

16. Forfeiture and Recapture . The Performance RSUs and any dividend equivalents or other distributions paid with respect to the Performance RSUs will be subject to recoupment in accordance with any existing clawback or recoupment policy, or any clawback or recoupment policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.

17. Grantee Acknowledgment . The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee hereby acknowledges that all decisions, determinations and

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interpretations of the Administrator in respect of the Plan, this Agreement and the Performance RSUs shall be final and conclusive.

18. Section 409A . This Agreement and the Plan provisions that apply to the Performance RSUs are intended to either be exempt from or comply with Section 409A and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of the Plan or this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company or any of its subsidiaries or affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A. In the event the Grantee is a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i) and to the extent necessary under Section 409A, no payments in respect of any Performance RSU that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Grantee’s “separation from service” (as defined in Section 409A) shall be payable or settled before the first day of the seventh month following your termination of employment. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day.

20. Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

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EXHIBIT A

I. Target Number of RSUs subject to the PBRSUs



	RSUs subject to Absolute TSR Performance Conditions	RSUs subject to Relative TSR Performance Conditions	Aggregate RSUs
Target Number of RSUs

II. Performance Conditions

50% of the Target Award vests on the basis of the Company’s Absolute Total Stockholder Return and 50% of the Target Award vests on the basis of the Company’s Relative Total Stockholder Return, as provided below:



Performance Condition	Award Weighting	Threshold	Target	Superior
Absolute Total Stockholder Return	50%	7.5%	10.0%	12.0%
Relative Total Stockholder Return (vs. RMZ)	50%	33 ^rd Percentile	50 ^th Percentile	75 ^th Percentile
Percent of Target Award Earned		50%	100%	200%

If the level of performance achievement is above Threshold and between any two of these identified levels of performance (i.e., between Threshold and Target or between Target and Superior), the actual amount of the award that is earned (and the number of Performance RSUs that will vest) will be “interpolated” in a linear progression between such goals. If performance falls below the Threshold benchmark for one of Performance Conditions, the portion of the Performance-Based Award subject to such Performance Condition will not be earned.

For avoidance of doubt, failure to achieve Threshold of one Performance Condition (i.e., failure to achieve threshold for Absolute TSR or failure to achieve threshold for Relative TSR) shall not result in the forfeiture of the Performance RSUs subject to the Performance Condition that is achieved. Notwithstanding the above, in the event that the Company’s Absolute TSR for the Performance Period is negative, the number of RSUs that vest based on Relative TSR shall not exceed the Threshold Number of RSUs for the Relative TSR Performance Condition, even if the Company’s Relative TSR exceeds Relative TSR Threshold performance.

III. Defined Terms

“ Absolute Total Stockholder Return ” or “ Absolute TSR ” is calculated on a compounded annualized basis and includes (i) the sum of (a) the cumulative amount of dividends (ordinary and special) paid per share over the measurement period, assuming the reinvestment of dividends in Common Stock, and (b) an amount equal to (x) the closing common share price on the last trading day of the measurement period, minus (y) the closing common share price on the first trading day of the measurement period, divided by (ii) the closing common share price on the first trading day of the measurement period.

“ RMZ ” shall mean the MSCI US REIT Index.

“ Relative Total Stockholder Return ” or “ Relative TSR ” shall mean the Company’s Absolute TSR for the Performance Period as measured against the Absolute Total Stockholder Return for the RMZ.