Exhibit 10.34


 


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:


 


	
  Name and
  Address 

  	
                                                             

  
	
  of Grantee:

  	
                                                             

  
	
   

  	
                                                             

  
	
   

  	
   

  
	
  Date of
  Grant:

  	
                      ,
  20    

  
	
   

  	
   

  
	
  Type of
  Grant:

  	
  Restricted
  Stock Award

  
	
   

  	
   

  
	
  Number of
  shares:

  	
                        

  
	
   

  	
   

  
	
  Fair market
  value per share:

  	
  $                          (as of the close of business on                           )

  
	
   

  	
   

  
	
  Total fair
  market value of award:

  	
  $                          (as of the close of business on                           )

  
	
   

  	
   

  
	
  Vesting
  Date(s)/Lapse of Restrictions:

  	
                
  shares on                       
  [1st anniversary of Date of Grant]

                
  shares on                       
  [2nd anniversary of Date of Grant]

                
  shares on                       
  [3rd anniversary of Date of Grant]

                
  shares on                       
  [4th anniversary of Date of Grant]

   

  OR

   

                
  shares on                       
  [4th anniversary of Date of Grant]

                
  shares on                       
  [5th anniversary of Date of Grant]

  



 


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.


 


	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
  Date:  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PENN NATIONAL GAMING, INC.

  
	
   

  	
   

  	
   

  
	
  Date: 
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Robert S. Ippolito

  
	
   

  	
   

  	
  Title:

  	
  Vice President, Secretary and

  
	
   

  	
   

  	
   

  	
  Treasurer

  



 

















 


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 continuously provide service as an Employee or Director, as the
case may be, through such date.  In
addition, the Restricted Stock vests and the restrictions on transfer lapse as
of the occurrence of any of the following events:


 


A.            Your service as an Employee or
Director of the Company, as the case may be, terminates because of death,
Disability or Retirement; or


 


B.            The Company is subject to a
Change of Control (as defined in the Plan).


 


No additional shares of Restricted Stock vest
after your service as an Employee or a Director of the Company, as the case may
be, has terminated for any other reason.


 


III.           FORFEITURE


 


If your service as an Employee or Director of the Company, as the case
may be, terminates for any reason (other than death, Disability, or Retirement),
then your shares of Restricted Stock will be forfeited to the extent that they
have not vested before the termination date and do not vest as a result of the
termination.  This means that the
Restricted Stock will immediately revert to the Company.  You will receive no payment for shares of
Restricted Stock that are forfeited.


 

















 


IV.           LEAVES OF
ABSENCE


 


For purposes of this grant, your service does not terminate when you go
on a leave of absence recognized under the Plan.  Your service will terminate when the leave of
absence ends, however, unless you immediately return to active work.


 


V.            STOCK
CERTIFICATES


 


The certificate(s) representing your Restricted Stock award will
be held for you by the Company.  After
those shares have vested, a stock certificate for those shares will be released
to you.


 


VI.           VOTING AND
DIVIDEND RIGHTS


 


You may vote your Restricted Stock and you will receive any dividends
paid with respect to your Restricted Stock even before they vest.  Dividends with respect to your Restricted
Stock will be paid in a lump sum on the dates that dividends are payable on
Common Stock of the Company to Company shareholders generally.


 


VII.         WITHHOLDING
TAXES


 


No stock certificates will be released or issued to you unless you have
made acceptable arrangements to pay any withholding taxes that may be due as a
result of this grant or the vesting of the shares.  Those arrangements may include withholding
shares of Company Common Stock that otherwise would be released to you when
they vest.  These arrangements may also
include surrendering shares of Company Common Stock that you already own.  The fair market value of the shares you
surrender, determined as of the date when taxes otherwise would have been
withheld in cash, will be applied as a credit against the withholding taxes.


 


VIII.        RESTRICTIONS
ON RESALE


 


By signing this Agreement, you agree not to sell any shares at a time
when applicable laws or Company policies prohibit a sale.  This restriction will apply as long as you
are an Employee or Director of the Company, as the case may be.


 


IX.           NO RIGHT TO
CONTINUED SERVICE


 


A grant of Restricted Stock does not give you the right to continue in
service with the Company in any capacity. 
The Company reserves the right to terminate your services at any time,
with or without cause, subject to any employment agreement or other contract.


 


X.            ADJUSTMENTS


 


In the event of a stock split, a stock dividend or a similar change in
Company Common Stock, the number of Restricted Shares that remain subject to
forfeiture will be adjusted accordingly.


 

















 


XI.           APPLICABLE
LAW


 


This Agreement will be interpreted and enforced under the laws of the Commonwealth
of Pennsylvania, without regard to its choice of law provisions.


 


XII.         THE PLAN AND
OTHER AGREEMENTS


 


The text of the Penn National Gaming, Inc. 2008 Long Term
Incentive Compensation Plan is incorporated in this Agreement by reference.


 


This Agreement and the Plan constitute the entire understanding between
you and the Company regarding this grant. 
Any prior agreements, commitments or negotiations concerning this grant
are superseded.  This Agreement may be
amended only by another written agreement, signed by both parties.


 


BY SIGNING THE ATTACHED NOTICE,


YOU AGREE TO ALL OF THE TERMS AND CONDITIONS


DESCRIBED ABOVE AND IN THE PLAN.