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  Exhibit 10.3    
    


 RESTRICTED STOCK UNIT AND CASH AWARD AGREEMENT  


        This RESTRICTED STOCK UNIT AND CASH AWARD AGREEMENT (this "Agreement") is made as of the         day
of                        ,
            (the "Date of Grant"), between MTR Gaming Group, Inc. a Delaware corporation (the "Company"),
and                        (the "Participant"). The Restricted Stock Units hereunder are
granted pursuant to the terms of the Company's 2010 Long Term Incentive Plan (the "Plan"). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan. 


         Section 1.    Grant of Restricted Stock Units; Payment of Cash Compensation.    



        (a)    Restricted Stock Unit Award.    The Company grants to the Participant, on the terms and conditions hereinafter
set forth, an award of                                    
(                        ) Restricted Stock Units (the "RSUs"). The RSUs are notional, non-voting units, which will entitle the
Participant to receive
payments, subject to the terms hereof, in shares of Common Stock on the payment dates specified in Section 3 hereof. 



        (b)    Additional Cash Compensation.    The Company grants to the Participant, on the terms and conditions hereinafter
set forth, a cash award in the aggregate amount
of                                    
($            ) (the "Cash Compensation"), which will entitle the Participant to receive payments, subject to the terms hereof, in
cash on the payment dates specified in Section 3 hereof. 




        Section 2.    Vesting and Payment of RSUs and Cash Compensation.    



        (a)    General.    Subject to Section 2(b) hereof, [one-third (1/3) of the RSUs
(i.e.,              RSUs) and one-third (1/3) of the Cash Compensation (i.e., ($            ) shall vest and become
non-forfeitable upon each of the
first, second, and third anniversaries of the Date of Grant,](1) subject to the Participant's continued Service as of each applicable vesting date. If such Service requirement is not
satisfied as to any portion of the RSUs or Cash Compensation, such unvested portion shall be immediately forfeited. 


        (b)    Accelerated Vesting.    Notwithstanding the terms and conditions of Section 2(a) hereof, the RSUs and
the Cash Compensation shall become fully vested and non-forfeitable upon (i) the occurrence of a Change in Control, provided that the Participant is in Service on the date of such
Change in Control, (ii) the Company's termination of the Participant's Service if such termination is not due to Cause, the death of the Participant, or the Disability of the
Participant[, or (iii) the Participant's termination of his or her Service for Good Reason.](2) For purposes hereof, "Disability" shall mean that the Participant is
unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be
expected to last for a continuous period of not less than 12 months, as determined by the Committee in its discretion. Notwithstanding anything contained in this Agreement to the contrary, if
the Participant is employed pursuant to an employment agreement with the Company, the terms "Cause", "Disability" [and "Good Reason"] shall have the meanings ascribed thereto
in such employment agreement, and if no such employment agreement exists, the term "Cause" shall have the meaning ascribed thereto in the Plan. 








	(1)
	Alternative
vesting schedules, if applicable, to be inserted as determined by the Committee in its discretion pursuant to the Plan.



	(2)
	Include
only in awards to employees with employment agreements that provide for severance upon termination by the employee for Good Reason. 


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         Section 3.    Payment of RSUs and Cash Compensation.    Any RSUs
and Cash Compensation
that vest and become non-forfeitable in accordance with Section 2 hereof shall be paid as soon as practicable after the date upon which the RSUs and Cash Compensation vest and
become non-forfeitable (the date of payment, a "Payment Date"); provided, however, that the Payment Date shall be no later than March 15th in the year following the calendar
year of the applicable vesting date. Any RSUs that become vested and non-forfeitable shall be paid by the Company by delivering to the Participant a number of shares of Common Stock equal
to the number of RSUs that become payable upon that applicable Payment Date. Any Cash Compensation that becomes vested and non-forfeitable shall be paid by the Company in cash on the
applicable Payment Date. 


         Section 4.    Restrictions on Transfer.    Neither this Agreement
nor any RSUs or
rights to Cash Compensation covered hereby may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company. 



        Section 5.    Investment Representation.    Upon the acquisition of
the RSUs or Common
Stock at a time when there is not in effect a registration statement under the Securities Act of 1933 relating to the Common Stock, the Participant hereby represents and warrants, and by virtue of
such acquisition shall be deemed to represent and warrant, to the Company that the RSUs or Common Stock shall be acquired for investment and not with a view to the distribution thereof, and not with
any present intention of distributing the same, and the Participant shall provide the Company with such further representations and warranties as the Company may require in order to ensure compliance
with applicable federal and state securities, blue sky and other laws. No RSUs or Common Stock shall be acquired unless and until the Company and/or the Participant shall have complied with all
applicable federal or state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction, unless the Committee has
received evidence satisfactory to it that the Participant may acquire the RSUs or Common Stock pursuant to an exemption from registration under the applicable securities laws. Any determination in
this connection by the Committee shall be final, binding and conclusive. The Company reserves the right to legend any certificate or book entry
representation of the Common Stock conditioning sales of such shares upon compliance with applicable federal and state securities laws and regulations. 



        Section 6.    Adjustments.    The RSUs granted hereunder shall be
subject to the
provisions of Section 4.3 of the Plan relating to adjustments for recapitalizations, reclassifications and other changes in the Company's corporate structure. 


         Section 7.    Tax Withholding.    Payment of the RSUs and the Cash
Compensation shall
be subject to all applicable tax withholdings. The Company shall have the power and the right to deduct or withhold (including, without limitation, by reduction of the number of shares of Common Stock
subject to the RSUs), or require the Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to
be withheld with respect to any taxable event arising as a result of this Agreement. 


         Section 8.    Application of Section 409A of the Code.    To
the extent
applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code, so as to prevent inclusion in gross income of any amounts payable or benefits provided
hereunder in a taxable year that is prior to the taxable year or years in which such amounts or benefits would otherwise actually be distributed, provided or otherwise made available to the
Participant. This Agreement shall be construed, administered, and governed in a manner consistent with this intent. If and to the extent that any payment or benefit under this Agreement is determined
by the Company to constitute "non-qualified deferred compensation" subject to Section 409A of the Code and is payable to the Participant by reason of termination of employment, then
such payment or benefit shall be made or provided to the Participant only upon a "separation from service" as defined for purposes of Section 409A of the Code. In no event will the Company be
liable for any additional tax, interest or penalties that may be 


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imposed
on the Participant under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. 


         Section 9.    No Right of Continued Service.    Nothing in the
Plan or this Agreement
shall confer upon the Participant any right to continued Service. 


         Section 10.    Limitation of Rights.    The Participant shall not
have any privileges
of a shareholder of the Company with respect to the RSUs awarded hereunder, including without limitation any right to vote shares underlying the RSUs or to receive dividends or other distributions in
respect thereof until the date of the issuance to the Participant of a share of Common Stock in payment of the RSUs. 


         Section 11.    Construction.    This Agreement and the RSUs and
Cash Compensation
granted hereunder are granted by the Company pursuant to the Plan and are in all respects subject to the terms and conditions of the Plan. The Participant hereby acknowledges that a copy of the Plan
has been delivered to the Participant and accepts the RSUs and the Cash Compensation hereunder subject to all terms and provisions of the Plan, which are incorporated herein by reference. In the event
of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and decisions under the Plan and
this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant. 


         Section 12.    Governing Law.    This Agreement shall be construed
and enforced in
accordance with, the laws of the State of Delaware, without giving effect to the choice of law principles thereof. 


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


         Section 14.    Binding Effect.    This Agreement shall inure to
the benefit of and be
binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. 



        Section 15.    Entire Agreement.    This Agreement and the Plan
constitute the entire
agreement between the parties with respect to the subject matter hereof and thereof, merging any and all prior agreements. Notwithstanding the foregoing, if the Participant is employed pursuant to an
employment agreement with Company, any provisions thereof relating to this Agreement including, without limitation, any provisions regarding acceleration of vesting and/or payment hereunder in the
event of termination of employment, shall be fully applicable and supersede any conflicting provisions hereof. 


[SIGNATURES
ON FOLLOWING PAGE] 


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        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written. 

 






 



					
	 	 	 MTR GAMING GROUP, INC.
	

 	
 	
By:	
 	

 
	 	 	 	 	





  
	 	 	Name:	 	 
	 	 	 	 	





  
	 	 	Title:	 	 
	 	 	 	 	





  
	

 	
 	
 PARTICIPANT
	

 	
 	






  Participant's Signature                Date
	

 	
 	
Participant's Name




 

  


 






 



					
	 	 	Address:	 	 
	 	 	 	 	





  
	

 	
 	
 	
 	






  




 

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Exhibit 10.3