Exhibit 10.1
PENN NATIONAL GAMING,
INC.
NOTICE OF GRANT OF RESTRICTED
STOCK
This is to notify you that an award
of restricted shares of Common Stock of Penn National
Gaming, Inc. (the “Company”) has been granted
pursuant to the Penn National Gaming, Inc. 2008 Long Term
Incentive Compensation Plan, as follows:
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Name and Address of Grantee:
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Date of Grant:
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,
20
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Type of Grant:
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Restricted Stock Award
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Number of shares:
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Fair market value per share:
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$
(as of the close of business on
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Total fair market value of award:
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$
(as of the close of business on
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Vesting Date(s)/Lapse of
Restrictions:
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shares on
[1 st anniversary of Date of Grant]
shares on
[2 nd anniversary of Date of Grant]
shares on
[3 rd anniversary of Date of Grant]
shares on
[4 th anniversary of Date of Grant]
OR
shares on
[4 th anniversary of Date of Grant]
shares on
[5 th anniversary of Date of Grant]
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The grant is subject to all the
terms and conditions of the Penn National Gaming, Inc. 2008
Long Term Incentive Compensation Plan, a copy of which is available
upon request.
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GRANTEE
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Date:
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PENN NATIONAL GAMING, INC.
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Date:
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By:
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Robert S. Ippolito
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Title:
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Vice President, Secretary and
Treasurer
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PENN NATIONAL GAMING,
INC.
RESTRICTED STOCK AWARD
AGREEMENT
All Restricted Stock is subject to the
provisions of the 2008 Long Term Incentive Compensation Plan (the
“Plan”) and any rules and regulations established
by the Compensation Committee of the Board of Directors of Penn
National Gaming, Inc. A copy of the Plan is available
upon request. Unless specifically defined herein, words used
herein with initial capitalized letters are defined in the attached
Notice or the Plan.
The terms provided herein are applicable to the
Restricted Stock specified in the attached Notice. Different
terms may apply to any prior or future awards under the
Plan.
I.
PAYMENT FOR SHARES
No payment is required for the Restricted Stock
you receive.
II.
VESTING/LAPSE OF RESTRICTIONS
Vesting of Restricted Stock means that the
Restricted Stock may no longer be forfeited in the event you have a
termination of employment (see the discussion of Forfeiture
below). The lapse of restrictions means that the stock is
fully transferable by you. Any stock for which the lapse of
restrictions has not occurred may not be sold, transferred, pledged
or otherwise disposed of by you.
The Restricted Stock vests and the restrictions
on transfer lapse in [25% installments on each of the first,
second, third and fourth anniversaries of the Date of Grant] OR
[50% installments on each of the fourth and fifth anniversaries of
the Date of Grant]. If you cease to be employed by the
Company and all Subsidiaries or serve as a Director of the Company,
as the case may be, then all of the Restricted Stock that remains
subject to restriction or vesting at such time shall be cancelled
and forfeited except as otherwise provided for in the Plan or this
Award Agreement.
In addition, the Restricted Stock vests and the
restrictions on t
