Employment Agreement



 Exhibit 10.1 
  
 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 
  
 THIS REVISED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of the 17th day of February,
2005, by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (“Company”), and ALAIN UBOLDI an individual (“Executive”), with respect to the following facts and circumstances: 
  
 RECITALS 
  
 Company desires to continue to employ Executive and to retain him as Chief Operating Officer, on the terms and conditions
set forth herein. Executive desires to be retained by Company in such capacity, on the terms and conditions and for the consideration set forth below. 
  
 NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows: 
  
 ARTICLE 1 
  
 EMPLOYMENT AND TERM 
  
 1.1 Employment. Company agrees to continue to employ Executive and to
engage Executive in the capacity as Chief Operating Officer and Executive hereby accepts such engagement by Company upon the terms and conditions specified below. 
  
 1.2 Term. The term of this Agreement (the “Term”) shall commence on the date hereof and shall continue in
force until December 22, 2006, unless earlier terminated under Article 6 below. 
  
 ARTICLE 2 
  
 DUTIES OF
EXECUTIVE 
  
 2.1 Duties. Executive shall perform all
the duties and obligations generally associated with the position of the officer with responsibility for supervision of the casino/hotel and related operations of the Company and its affiliates, including any parent(s) thereof, subject to the
control and supervision of the President and Chief Executive Officer, and such other executive duties consistent with the foregoing as may be assigned to Executive from time to time by the President or Chief Executive Officer. Executive shall report
to the President. Executive shall perform the services contemplated herein faithfully, diligently, to the best of Executive’s ability and in the best interests of Company. Executive shall devote all Executive’s business time and efforts to
the rendition of such services. Executive at all times shall perform such services in compliance with, and shall, to the extent of Executive’s authority and to the best of Executive’s ability, cause Company to be 
  
  







 in compliance with any and all laws, rules and regulations applicable to Company of which Executive is aware. Executive
shall, at all times during the Term, in all material respects adhere to and obey any and all written internal rules and regulations governing the conduct of Company’s employees, as established or modified from time to time; provided,
however, in the event of any conflict between the provisions of this Agreement and any such rules or regulations, the provisions of this Agreement shall control. 
  
 2.2 Location of Services. Executive’s principal place of employment shall initially be at the Company’s new
resort in Lake Charles, Louisiana. Executive shall relocate to the Company’s headquarters in Las Vegas, Nevada as soon as is practicable. Executive understands that Executive will be required to travel to Company’s various operations and
offices as part of Executive’s employment. 
  
 2.3
Exclusive Service. Except as otherwise expressly provided herein, Executive shall devote Executive’s entire business time, attention, energies, skills, learning and best efforts to the business of Company. Executive may participate in
social, civic, charitable, religious, business, educational or professional associations, so long as such participation does not materially interfere with the duties and obligations of Executive hereunder. This Section 2.3, however, shall not be
construed to prevent Executive from making passive outside investments so long as such investments do not require material time of Executive or otherwise interfere with the performance of Executive’s duties and obligations hereunder. Executive
shall not make any investment in an enterprise that competes with Company without the prior written approval of Company after full disclosure of the facts and circumstances; provided, however, that this sentence shall not preclude
Executive from owning up to one percent (1%) of the securities of a publicly traded entity (a “Permissible Investment”). During the Term, Executive shall not directly or indirectly work for or provide services to or, except as permitted
above, own an equity interest in any person, firm or entity engaged in the casino gaming, card club, or horse racing business (collectively, the “Gaming Business”). In this regard, Executive acknowledges that the gaming industry is
national in scope and that accordingly this covenant shall apply throughout the world generally, and particularly in the United States, Canada, Europe, the Caribbean, Mexico and South America. 
  
 ARTICLE 3 
  
 COMPENSATION 
  
 3.1 Salary. In consideration for Executive’s services hereunder,
Company shall pay Executive an annual salary at the rate of Three Hundred Fifty Thousand Dollars ($350,000) per year during each of the years of the Term; payable in accordance with Company’s regular payroll schedule from time to time (less any
deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated withholdings), such salary commencing on February 18,2005. 
  
 3.2 Bonus. Executive shall be entitled to earn bonuses with respect to each year of the Term during which Executive
is employed under this Agreement in the discretion of the Chief Executive Officer or Board of Directors. Such bonus and any other bonuses, if 
  
  

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 any, received or earned by Executive shall be paid annually within ninety (90) days after the conclusion of
Company’s fiscal year. Bonuses for partial years shall be prorated. 
  
 ARTICLE 4 
  
 EXECUTIVE BENEFITS

  
 4.1 Vacation. Executive shall be entitled to four
(4) weeks of vacation each calendar year, without reduction in compensation. 
  
 4.2 Company Employee Benefits. Executive shall receive all group insurance and pension plan benefits and any other benefits on the same basis as they are available generally to other senior executives of
Company under Company personnel policies in effect from time to time. 
  
 4.3 Benefits. Executive shall receive all other such fringe benefits as Company may offer to other senior executives of Company under Company personnel policies in effect from time to time, such as health and disability insurance
coverage and paid sick leave. 
  
 4.4 Indemnification.
Executive shall have the benefit of indemnification to the fullest extent permitted by applicable law, which indemnification shall continue after the termination of this Agreement for such period as may be necessary to continue to indemnify
Executive for Executive’s acts during the term hereof. 
  
 ARTICLE 5 
  
 REIMBURSEMENT FOR EXPENSES

  
 5.1 Executive shall be reimbursed by Company for all
ordinary and necessary expenses incurred by Executive in the performance of Executive’s duties or otherwise in furtherance of the business of Company in accordance with the policies of Company in effect from time to time. Executive shall keep
accurate and complete records of all such expenses, including but not limited to, proof of payment and purpose. Executive shall account fully for all such expenses to Company. 
  
 ARTICLE 6 
  
 TERMINATION 
  
 6.1 Termination for Cause. Without limiting the generality of Section 6.2, Company shall have the right to terminate Executive’s employment,
without further obligation or liability to Executive, upon the occurrence of any one or more of the following events, which events shall be deemed termination for cause. 
  
 6.1.1 Failure to Perform Duties. If Executive neglects to perform the material duties of Executive’s employment
under this Agreement in a professional and 
  
  

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 businesslike manner after having received written notice specifying such failure to perform and a reasonable opportunity
to perform. 
  
 6.1.2 Willful Breach. If Executive
willfully commits a material breach of this Agreement or a material willful breach of Executive’s fiduciary duty to Company. 
  
 6.1.3 Wrongful Acts. If Executive is convicted of a felony or commits fraud, misrepresentation, embezzlement or other acts of material misconduct
against the Company (including violating or condoning the violation of any material rules or regulations of gaming authorities). 
  
 6.1.4 Disability. If Executive is physically or mentally disabled from the performance of a major portion of Executive’s duties for a
continuous period of one hundred twenty (120) days or greater, which determination shall be made in the reasonable exercise of Company’s judgment, provided, however, Executive’s employment shall not be terminated due to such
disability except as permitted by the federal Family and Medical Leave Act (or any applicable state law equivalent) or other applicable law. If there should be a dispute between Company and Executive as to Executive’s physical or mental
disability for purposes of this Agreement, the question shall be settled by the opinion of an impartial reputable physician or psychiatrist agreed upon by the parties or their representatives, or if the parties cannot agree within ten (10) days
after a request for designation of such party, then a physician or psychiatrist designated by Company. The certification of such physician or psychiatrist as to the questioned dispute shall be final and binding upon the parties hereto. 

 
 6.15 Failure To Be Licensed. Executive shall apply for all
applicable gaming licenses within ninety (90) days of the date hereof, to the extent Executive is not already licensed or on file as of the date hereof. If Executive fails to be licensed in all jurisdictions in which the Company or its subsidiaries
has gaming facilities within the date required by any jurisdiction, or if any of such licenses shall be revoked or suspended at any time during the Term, then the Company may by written notice to Executive terminate the Agreement for cause.
Executive agrees to promptly submit to the licensing requirements of all jurisdictions in which the Company or its subsidiaries does business. The Company shall bear all expenses incurred in connection with such licenses. 
  
 6.2 Termination Without Cause. Notwithstanding anything to the
contrary herein, Company shall have the right to terminate Executive’s employment under this Agreement at any time without cause by giving notice of such termination to Executive. 
  
 6.3 Termination by Executive for Good Reason. Executive may terminate Executive’s employment under this
Agreement for good reason on thirty (30) days prior notice to Company (except no such notice shall be required to be delivered by Executive for a termination pursuant to clause (b)(iii) of the immediately following sentence). For purposes of this
Agreement, “good reason” shall mean and be limited to (a) a material breach of this Agreement by Company (including without limitation any material reduction in the authority or duties of Executive and the failure of Company to remedy such
breach within thirty (30) days after written notice (or as soon thereafter as practicable so long as it commences effectuation of such remedy within such time period and diligently pursues such 
  

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 remedy to completion as soon as practicable); or (b) a “change of control” with respect to the Company followed
by (i) any diminution of Executive’s authority, duties or responsibilities as set forth in Section 2.1; or (ii) during the first twelve (12) months following a change of control, the failure of the Company to award Executive an annual bonus
equal to at least seventy-five percent (75%) of the average amount of the annualized bonus paid to Executive for the last two (2) full years (or the last one (1) full year if Executive’s employment with the Company commenced during that last
year); or (iii) Executive’s termination by the Company. For purposes of this Agreement, a “change of control” shall mean (i) a sale of all or substantially all of the property of the Company, or (ii) a sale to any one person,
corporation, entity or group of stock possessing more than thirty percent (30%) of the aggregate voting power of the then outstanding stock of Company to another person, corporation or entity, or (iii) a change in the majority of the Board of
Directors which is not approved by a majority of the members of the Board of Directors as of the date of this Agreement or directors whose election or appointment to the Board of Directors is approved by directors, or (iv) the dissolution or
liquidation of Company, or (v) the reorganization, merger or combination of the Company with one or more corporations or entities unless the Company’s shareholders or lenders immediately before such reorganization, merger or combination own
stock or equity possessing more than fifty percent (50%) of the voting power of the stock or equity of the surviving corporation or entity in substantially the same proportions after such reorganization, merger or combination as they owned in the
Company immediately before such reorganization, merger, or combination. 
  
 6.4 Effectiveness on Notice. Any termination under this Article 6 shall be effective upon receipt of notice by Executive or Company, as the case may be, of such termination or upon such other later date as may be provided herein or
specified by Company or Executive in the notice (the “Termination Date”), except as otherwise provided in this Article 6. 
  
 6.5 Effect of Termination. 
  
 6.5.1 Payment of Salary and Expenses Upon Termination. If the Term of this Agreement is terminated, all benefits provided to Executive by Company
hereunder shall thereupon cease and Company shall pay or cause to be paid to Executive all accrued but unpaid salary and vacation benefits. In addition, promptly upon submission by Executive of Executive’s unpaid expenses incurred prior to the
Termination Date and owing to Executive pursuant to Article 5, reimbursement for such expenses shall be made. If the Term of the Agreement is terminated for “cause,” Executive shall not be entitled to receive any payments other than as
specified in this Section 6.5.1, and provided that Executive may exercise any vested options only if and to the extent permitted by the applicable option agreement(s). 
  

	 	(a)	Termination for Disability. In the event of a termination under Section 6.1.4 (for disability), Executive may be eligible for benefits under the applicable State Disability
Insurance program for Executive’s first six (6) months of disability. In 

  
  

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 addition, Executive shall be eligible for benefits provided for and shall immediately thereafter be
eligible for the benefits under any long term disability insurance policy which Company may have as in effect from time to time. Eligibility and benefits with regard to either insurance program shall be governed by the provisions of the insurance
program or policy and shall not be the responsibility of Company. In the event of a termination under Section 6.1.4, the “Covenant Not to Compete” set forth in Section 7.4 below shall not apply in any respect to Executive and the term of
the “No Hire Away Policy” in Section 7.5 shall be limited to six (6) months from the date of termination. 
  
 6.5.2 Termination Without Cause or Termination by Executive for Good Reason. If Company terminates Executive’s employment without cause or
Executive terminates Executive’s employment for good reason, the following shall apply: 
  

	 	(a)	Except as provided in Section 6.5.2(b) relating to a change of control, and for so long as Executive does not compete with Company or its subsidiaries in the Gaming Business prior
to the end of the Term, Executive shall be entitled to receive an amount equal to Three Hundred Fifty Thousand Dollars ($350,000) per year through the end of the Term, or, if the remaining portion of the Term is less than one (1) year, for one year
(the “Base Severance Benefit”), payable in accordance with Company’s regular salary payment schedule from time to time, plus any amounts payable under Section 6.5.1 above, plus a continuation of health and disability insurance
coverage as specified in Section 6.5.2(c). Except as provided in Section 6.5.2(b) relating to a change of control, (i) if the Company terminates Executive without cause, Executive shall have an affirmative obligation to mitigate Executive’s
Base Severance Benefit, and (ii) should Executive compete with Company or its subsidiaries prior to the end of the Term, Executive shall not be entitled to receive any additional payments from Company with respect to periods after the commencement
of any such competitive activity under this Section 6.5.2 or otherwise and all such obligations shall be extinguished. 

  

	 	(b)	Notwithstanding anything in Section 6.5.2(a) to the contrary, in the event of a termination of Executive’s employment constituting “good reason” after a “change
of control” as specified in Section 6.3(b), (i) the Company shall pay to Executive in lieu of the Base Severance Benefit, in a lump sum as soon as practicable, but in no event later than thirty 

  

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 (30) days after the termination of Executive’s employment, an amount (the “Change of Control
Severance Benefit”) equal to two (2) times Executive’s annual salary as set forth in Section 3.1 plus two (2) times the largest annualized bonus that was paid to Executive pursuant to Section 3.2 during the two (2) years preceding the
change of control, (ii) In addition to those already vested, all unvested stock options held by Executive shall be deemed immediately and fully vested and exercisable by Executive, (iii) Executive shall also be entitled to receive any amounts
payable under Section 6.5.1, plus a continuation of health and disability insurance coverage as specified in Section 6.5.2(c), (iv) Executive’s obligations under Section 7.4 of this Agreement shall immediately terminate (and Executive’s
compliance therewith shall not be a condition to the Company’s obligations under clauses (i) and (ii) of this Section 6.5.2(b)), and (v) Executive shall have no obligation to mitigate Executive’s Change of Control Severance Benefit.

  

	 	(c)	So long as Executive does not compete with Company or its subsidiaries in the Gaming Business prior to the end of the Term (except as provided in Section 6.5.2(b)), Executive will
also be entitled to receive health benefits coverage for Executive and Executive’s dependents, and disability insurance coverage for Executive, under the same plan(s) or arrangement(s) under which Executive was covered immediately before
Executive’s termination of employment or plan(s) established or arrangement(s) provided by the Company or any of its Subsidiaries thereafter for the benefit of senior executives. Such health benefits and disability coverage shall be paid for by
the Company to the same extent as if Executive were still employed by the Company, and Executive will be required to make such payments as Executive would be required to make if Executive were still employed by the Company. The benefits provided
under this Section 6.5.2(c) shall continue until the earlier of (a) the end of the Term, or, if the remaining portion of the Term is less than one (1) year, for one year following Executive’s termination of employment with the Company and all
of its Subsidiaries, (b) the date Executive becomes covered under any other group health plan or group disability plan (as the case may be) not maintained by the Company or any of its Subsidiaries; provided, however, that if such other
group health plan excludes any pre-existing condition that Executive or Executive’s dependents may have when coverage under such group health plan would otherwise begin, coverage under this Section 6.5.2(c) shall continue (but not beyond the
period 

  
  

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 described in clause (a) of this sentence) with respect to such pre-existing condition until such
exclusion under such other group health plan lapses or expires. In the event Executive is required to make an election under Sections 601 through 607 of the Employee Retirement Income Security Act of 1974, as amended (commonly known as COBRA) to
qualify for the benefits described in this Section 6.5.2(c), the obligations of the Company and its Subsidiaries under this Section 6.5.2(c) shall be conditioned upon Executive’s timely making such an election. 
  

	 	(d)	The “Covenant Not to Compete” set forth in Section 7.4 below shall not apply in any respect to Executive (except as the same may affect Executive’s entitlement to
payments under Section 6.5.2(a) hereof) and the term of the “No Hire Away Policy” in Section 7.5 shall be limited to six (6) months from the date of termination. 

  
 6.6 Suspension. In lieu of terminating Executive’s employment hereunder for cause under Section 6.1, Company
shall have the right, at its sole election, to suspend the performance of duties by Executive under this Agreement during the continuance of events or circumstances under Section 6.1 for an aggregate of not more than thirty (30) days during the Term
(the “Default Period”) by giving Executive written notice of Company’s election to do so at any time during the Default Period. Company shall have the right to extend the Term beyond its normal expiration date by the period(s) of any
suspension(s). Company’s exercise of its right to suspend the operation of this Agreement shall not preclude Company from subsequently terminating Executive’s employment hereunder. Executive shall not render services to any other person,
firm or corporation in the casino business during any period of suspension. Executive shall be entitled to continued compensation and benefits pursuant to the provisions of this Agreement during the Default Period. 
  
 ARTICLE 7 
  
 CONFIDENTIALITY 
  
 7.1 Nondisclosure of Confidential Material. In the performance of
Executive’s duties, Executive may have access to confidential records, including, but not limited to, development, marketing, organizational, financial, managerial, administrative and sales information, data, specifications and processes
presently owned or at any time hereafter developed or used by Company or its agents or consultants that is not otherwise part of the public domain (collectively, the “Confidential Material”). All such Confidential Material is considered
secret and is disclosed to Executive in confidence. Executive acknowledges that the Confidential Material constitutes proprietary information of Company which draws independent economic value, actual or potential, from not being generally known to
the public or to other persons who could obtain economic value from its disclosure or use, and that Company has taken efforts reasonable under the circumstances, of which this Section 7.1 is an example, to maintain its secrecy. Except in the
performance of Executive’s duties 
  
  

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 to Company or as required by a court order, Executive shall not, directly or indirectly for any reason whatsoever,
divulge, communicate, use or otherwise disclose any such Confidential Material, unless such Confidential Material ceases to be confidential because it has become part of the public domain (not due to a breach by Executive of Executive’s
obligations hereunder). Executive shall also take all reasonable actions appropriate to maintain the secrecy of all Confidential Information. All records, lists, memoranda, correspondence, reports, manuals, files, drawings, documents, equipment, and
other tangible items (including computer software), wherever located, incorporating the Confidential Material, which Executive shall prepare, use or encounter, shall be and remain Company’s sole and exclusive property and shall be included in
the Confidential Material. Upon termination of this Agreement, or whenever requested by Company, Executive shall promptly deliver to Company any and all of the Confidential Material, not previously delivered to Company, that is in the possession or
under the control of Executive. 
  
 7.2 Assignment of
Intellectual Property Rights. Any ideas, processes, know-how, copyrightable works, maskworks, trade or service marks, trade secrets, inventions, developments, discoveries, improvements and other matters that may be protected by intellectual
property rights, that relate to Company’s business and are the results of Executive’s efforts during the Term (collectively, the “Executive Work Product”), whether conceived or developed alone or with others, and whether or not
conceived during the regular working hours of Company, shall be deemed works made for hire and are the property of Company. In the event that for whatever reason such Executive Work Product shall not be deemed a work made for hire, Executive agrees
that such Executive Work Product shall become the sole and exclusive property of Company, and Executive hereby assigns to Company Executive’s entire right, title and interest in and to each and every patent, copyright, trade or service mark
(including any attendant goodwill), trade secret or other intellectual property right embodied in Executive Work Product. Company shall also have the right, in its sole discretion, to keep any and all of Executive Work Product as Company’s
Confidential Material. The foregoing work made for hire and assignment provisions are and shall be in consideration of this agreement of employment by Company, and no further consideration is or shall be provided to Executive by Company with respect
to these provisions. Executive agrees to execute any assignment documents Company may require confirming Company’s ownership of any of Executive Work Product. Executive also waives any and all moral rights with respect to any such works,
including without limitation any and all rights of identification of authorship and/or rights of approval, restriction or limitation on use or subsequent modifications. Executive promptly will disclose to Company any Executive Work Product.

  
 7.3 No Unfair Competition After Termination of Agreement.
Executive hereby acknowledges that the sale or unauthorized use or disclosure of any of Company’s Confidential Material obtained by Executive by any means whatsoever, at any time before, during or after the Term shall constitute unfair
competition. Executive shall not engage in any unfair competition with Company either during the Term or at any time thereafter. 
  
 7.4 Covenant Not to Compete. In the event this Agreement is terminated by Company for cause under Section 6.1 above, or by Executive, for a reason
other than one 
  
  

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 specified in Section 6.3 above, then for a period of one (1) year after the effective date of such tennination, Executive
shall not, directly or indirectly, work for or provide services to or own an equity interest (except for a Permissible Investment) in any person, firm or entity engaged in the casino gaming, card club or horseracing business which competes against
Company in any “market” in which Company owns or operates a casino, card club or horseracing facility. For purposes of this Agreement, “market” shall be defined as the area within a one hundred (100) mile radius of any casino,
card club or horseracing facility owned or operated by Company. 
  
 7.5 No Hire Away Policy. In the event this Agreement is terminated prior to the normal expiration of the Term, either by Company for cause under Section 6.1 above, or by Executive, for a reason other than one specified in Section 6.3
above, then for a period of one (1) year after the effective date of such termination, Executive shall not, directly or indirectly, for Executive or on behalf of any entity with which Executive is affiliated or employed, hire any person known to, or
who should have been known to, Executive to be an employee of Company or any of its subsidiaries (or any person known to, or who should have been known to, Executive to have been such an employee within six (6) months prior to such occurrence).
Executive shall not be deemed to hire any such person so long as Executive did not directly or indirectly engage in, participate in or encourage such hiring. 
  
 7.6 No Solicitation. During the Term and for a period of one (1) year thereafter, or for a period of one (1) year after earlier termination of this
Agreement prior to expiration of the Term, and regardless of the reason for such termination (whether by Company or Executive), Executive shall not directly or indirectly, for Executive or on behalf of any entity with which Executive is affiliated
or employed, solicit or recruit any employee of Company or any of its subsidiaries (or any person who was such an employee within six (6) months prior to such occurrence) or encourage or advise any such employee to leave the employment of Company or
any of its subsidiaries. 
  
 7.7 Non-Solicitation of
Customers. During the Term and for a period of one (1) year thereafter, or for a period of one (1) year after the earlier termination of this Agreement prior to the expiration of the Term, and regardless of the reason for such termination
(whether by Company or Executive), Executive shall not use customer lists or Confidential Material to solicit any customers of Company or its subsidiaries or any of their respective casinos or card clubs, or knowingly encourage, solicit or persuade
any such customers to leave Company’s casinos or card clubs or knowingly encourage, solicit or persuade any such customers to use the facilities or services of any competitor of Company or its subsidiaries. 
  
 7.8 Irreparable Injury. The promised service of Executive under this
Agreement and the other promises of this Article 7 are of special, unique, unusual, extraordinary, or intellectual character, which gives them peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action
at law. 
  
 7.9 Remedies for Breach. Executive agrees that
money damages will not be a sufficient remedy for any breach of the obligations under this Article 7 and Article 2 hereof and that Company shall be entitled to injunctive relief (which shall include, but not be limited to, restraining Executive from
directly or indirectly working for or having an 
  

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 ownership interest (except for a Permissible Investment in any person engaged in the casino, gaming or horseracing
businesses in any market which Company or its affiliates owns or operates any such business, using or disclosing the Confidential Material) and to specific performance as remedies for any such breach. Executive agrees that Company shall be entitled
to such relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of proving actual damages and without the necessity of posting a bond or making any undertaking in connection therewith.
Any such requirement of a bond or undertaking is hereby waived by Executive and Executive acknowledges that in the absence of such a waiver, a bond or undertaking might otherwise be required by the court. Such remedies shall not be deemed to be the
exclusive remedies for any breach of the obligations in this Article 7 or in Article 2, but shall be in addition to all other remedies available at law or in equity. 
  
 ARTICLE 8 
  
 ARBITRATION 
  
 8.1 General. Except for a claim for injunctive relief under Section 7.9, any controversy, dispute, or claim between the parties to this Agreement,
including any claim arising out of, in connection with, or in relation to the formation, interpretation, performance or breach of this Agreement shall be settled exclusively by binding arbitration, before a single arbitrator, in accordance with this
Article 8 and the then most applicable rules of the American Arbitration Association. This agreement to arbitrate shall survive the expiration of this Agreement and shall cover all issues relevant to the employment of Executive by Company. Judgment
upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. Such arbitration shall be administered by the American Arbitration Association. Arbitration shall be the exclusive remedy for
determining any such dispute, regardless of its nature. Notwithstanding the foregoing, either party may in an appropriate matter apply to a court for provisional relief, including a temporary restraining order or a preliminary injunction, on the
ground that the award to which the applicant may be entitled in arbitration may be rendered ineffectual without provisional relief. Unless mutually agreed by the parties otherwise, any arbitration shall take place in Clark County, Nevada.

  
 8.2 Selection of Arbitrator. In the event the parties
are unable to agree upon an arbitrator, the parties shall select a single arbitrator from a list of nine (9) arbitrators drawn by the parties at random from the “Independent” (or “Gold Card”) list of retired judges or, at the
option of Executive, from a list of nine (9) persons (which shall be retired judges or corporate or litigation attorneys experienced in executive employment agreements) provided by the office of the American Arbitration Association having
jurisdiction over Clark County, Nevada. If the parties are unable to agree upon an arbitrator from the list so drawn, then the parties shall each strike names alternately from the list, with the first to strike being determined by lot. After each
party has used four strikes, the remaining name on the list shall be the arbitrator. If such person is unable to serve for any reason, the parties shall repeat this process until an arbitrator is selected. 
  
  

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 8.3 Applicability of Arbitration; Remedial Authority. This agreement to resolve any disputes by
binding arbitration shall extend to claims against any parent, subsidiary or affiliate of each party, and, when acting within such capacity, any officer, director, stockholder, employee or agent of each party, or of any of the above, and shall apply
as well to claims arising out of state and federal statutes and local ordinances as well as to claims arising under the common law. In the event of a dispute subject to this paragraph the parties shall be entitled to reasonable discovery subject to
the discretion of the arbitrator. The remedial authority of the arbitrator (which shall include the right to grant injunctive or other equitable relief) shall be the same as, but no greater than, would be the remedial power of a court having
jurisdiction over the parties and their dispute. The arbitrator shall, upon an appropriate motion, dismiss any claim without an evidentiary hearing if the party bringing the motion establishes that he, she or it would be entitled to summary
judgement if the matter had been pursued in court litigation. In the event of a conflict between the applicable rules of the American Arbitration Association and these procedures, the provisions of these procedures shall govern. 
  
 8.4 Fees and Costs. Any filing or administrative fees shall be borne
initially by the party requesting arbitration. The Company shall be responsible for the costs and fees of the arbitration, unless Executive wishes to contribute (up to fifty percent (50%)) of the costs and fees of the arbitration. Notwithstanding
the foregoing, the prevailing party in such arbitration, as determined by the arbitrator, and in any enforcement or other court proceedings, shall be entitled, to the extent permitted by law, to reimbursement from the other party for all of the
prevailing party’s costs (including but not limited to the arbitrator’s compensation), expenses, and attorneys’ fees. 
  
 8.5 Award Final and Binding. The arbitrator shall render an award and written opinion, and the award shall be final and binding upon the parties.
If any of the provisions of this paragraph, or of this Agreement, are determined to be unlawful or otherwise unenforceable, in whole or in part, such determination shall not affect the validity of the remainder of this Agreement, and this Agreement
shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible and to insure that the resolution of all conflicts between the parties, including those arising out of statutory claims, shall be resolved by
neutral, binding arbitration. If a court should find that the arbitration provisions of this Agreement are not absolutely binding, then the parties intend any arbitration decision and award to be fully admissible in evidence in any subsequent
action, given great weight by any finder of fact, and treated as determinative to the maximum extent permitted by law. 
  
 ARTICLE 9 
  
 MISCELLANEOUS 
  
 9.1 Amendments. The provisions of this Agreement may not be waived, altered, amended or repealed in whole or in part except by the signed written consent of the parties sought to be bound by such waiver,
alteration, amendment or repeal. 
  
 9.2 Entire Agreement.
This Agreement constitutes the total and complete agreement of the parties and supersedes all prior and contemporaneous understandings and 
  
  

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 agreements heretofore made, and there are no other representations, understandings or agreements. 
  
 9.3 Counterparts. This Agreement may be executed in one of more
counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. Facsimile signatures shall be deemed original so long as the manually executed signature is delivered as soon as
practicable. 
  
 9.4 Severability. Each term, covenant,
condition or provision of this Agreement shall be viewed as separate and distinct, and in the event that any such term, covenant, condition or provision shall be deemed by an arbitrator or a court of competent jurisdiction to be invalid or
unenforceable, the court or arbitrator finding such invalidity or unenforceability shall modify or reform this Agreement to give as much effect as possible to the terms and provisions of this Agreement. Any term or provision which cannot be so
modified or reformed shall be deleted and the remaining terms and provisions shall continue in full force and effect. 
  
 9.5 Waiver or Delay. The failure or delay on the part of Company, or Executive to exercise any right or remedy, power or privilege hereunder shall
not operate as a waiver thereof. A waiver, to be effective, must be in writing and signed by the party making the waiver. A written waiver of default shall not operate as a waiver of any other default or of the same type of default on a future
occasion. 
  
 9.6 Successors and Assigns. This Agreement
shall be binding on and shall inure to the benefit of the parties to it and their respective heirs, legal representatives, successors and assigns, except as otherwise provided herein. 
  
 9.7 No Assignment or Transfer by Executive. Neither this Agreement nor any of the rights, benefits, obligations or
duties hereunder may be assigned or transferred by Executive. Any purported assignment or transfer by Executive shall be void. 
  
 9.8 Necessary Acts. Each party to this Agreement shall perform any further acts and execute and deliver any additional agreements, assignments or
documents that may be reasonably necessary to carry out the provisions or to effectuate the purpose of this Agreement. 
  
 9.9 Governing Law. This Agreement and all subsequent agreements between the parties shall be governed by and interpreted, construed and enforced in
accordance with the laws of the State of Nevada. 
  
 9.10
Notices. All notices, requests, demands and other communications to be given under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service, if personally served on the party to whom notice is to
be given, or 48 hours after mailing, if mailed to the party to whom notice is to be given by certified or registered mail, return receipt requested, postage prepaid, and properly addressed to the party at such party’s address set forth as
follows or any other address that any party may designate by written notice to the other parties: 
  
  

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	 To Executive:
	  	 Alain Uboldi
 Pinnacle Entertainment, Inc.
 Suite 1800
 Las Vegas, Nevada 89109
 Telephone: 702 784 7777
 Facsimile: 702 784 7778
  

	 To Company:
	  	 Pinnacle Entertainment, Inc.
 Suite 1800
 3800 Howard Hughes Parkway
 Las Vegas, NY 89109
 Attn: General Counsel
 Telephone: 702 784 7777
 Facsimile: 702 784 7778
  

	 with copy to:
	  	 Irell & Manella LLP
 1800 Avenue of the Stars, Suite 900
 Los Angeles, CA 90067-4276
 Attn: Alvin G. Segel, Esq.
 Telephone: 310 203 7069
 Facsimile: 310 203 7199


  
 9.11 Headings and
Captions. The headings and captions used herein are solely for the purpose of reference only and are not to be considered as construing or interpreting the provisions of this Agreement. 
  
 9.12 Construction. All terms and definitions contained herein shall be
construed in such a manner that shall give effect to the fullest extent possible to the express or implied intent of the parties hereby. 
  
 9.13 Counsel. Executive has been advised by Company that she should consider seeking the advice of counsel in connection with the execution of this
Agreement and Executive has had an opportunity to do so. Executive has read and understands this Agreement, and has sought the advice of counsel to the extent she has determined appropriate. The Company shall reimburse Executive for the reasonable
fees and expenses of Executive’s counsel in connection with this Agreement. 
  
 /  /  / 
  
 /  /  / 
  
 /  /  / 
  
 /  /  / 
  
  
  

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 9.13 Withholding of Compensation. Executive hereby agrees that Company may deduct and withhold
from the compensation or other amounts payable to Executive hereunder or otherwise in connection with Executive’s employment any amounts required to be deducted and withheld by Company under the provisions of any applicable Federal, state and
local statute, law, regulation, ordinance or order. 
  
 IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date written below. 
  
  

							
	EXECUTIVE	 	 	 	COMPANY
			
	ALAIN UBOLDI	 	 	 	PINNACLE ENTERTAINMENT, INC.
				
	/s/    Alain Uboldi        	 	 	 	By:	 	 /s/    Daniel R. Lee

	 	 	 	 	 	 	 Daniel R. Lee, Chief Executive Officer
  

	May 5, 2005	 	 	 	May 5, 2005

  

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