SEPARATION AGREEMENT AND RELEASE
In consideration of and in accordance with the September 25, 2019 Employment Agreement by and between John Payne, (Executive) and VICI Properties Inc. (VICI REIT) and VICI Properties L.P., (together with its successors and assigns, the Company) (Employment Agreement), of which this Exhibit A is part, Executive hereby agrees as follows. All terms not defined in this Separation Agreement and Release (Separation Agreement) shall have the same meanings as those set forth in the Employment Agreement.
1. Consideration. Executive acknowledges and agrees that the payments and benefits to be paid to Executive under Section 4.3, 4.4, and 4.5 of the Employment Agreement, as set forth in a schedule hereto (the Consideration Amounts), represent good, valuable, and sufficient consideration for signing this Separation Agreement, and exceed any amounts or interests to which Executive otherwise would be entitled. Executive acknowledges and agrees that except as specifically provided in this Separation Agreement, VICI REIT and the Company shall have no other obligations or liabilities, monetary or otherwise, to Executive following the date hereof and that the payments and benefits contemplated herein constitute a complete settlement, satisfaction, and waiver of any and all claims Executive may have against VICI REIT and the Company.
2. Release of Claims.
(a) Executive, for Executive, Executives spouse, and each of Executives heirs, beneficiaries, representatives, agents, successors, and assigns (collectively, Executive Releasors), irrevocably and unconditionally releases and forever discharges each of VICI REIT and the Company, (i) each and all of their predecessors, parents, Subsidiaries, Affiliates, divisions, successors, and assigns (collectively with VICI REIT and the Company, the Company Entities), (ii) each and all of the Company Entities current and former officers, directors, employees, and, in their respective capacities as such, each and all of the Company Entities shareholders, representatives, attorneys, agents, and assigns(collectively, with the Company Entities, the Company Releasees), from any and all causes of action, claims, actions, rights, judgments, obligations, damages, demands, accountings, or liabilities of any kind or character, whether known or unknown, whether accrued or contingent, that Executive has, had, or may have against them, or any of them, by reason of, arising out of, connected with, touching upon, or concerning Executives employment with the Company, Executives separation from the Company, and Executives relationship with any or all of the Company Releasees, and from any and all statutory claims, regulatory claims, claims under the Employment Agreement, and any and all other claims or matters of whatever kind, nature, or description, arising from the beginning of the world up through the Separation Agreement Effective Date (as defined below) (collectively, the Released Claims). Executive acknowledges that the Released Claims specifically include, but are not limited to, any and all claims for fraud, breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, interference with contractual rights, violation of public policy, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, defamation, libel, slander, or breach of privacy; claims for failure to pay wages, benefits, deferred compensation, commissions, bonuses, vacation pay, expenses, severance pay,