EX-10.3



 Exhibit 10.3 

PINNACLE ENTERTAINMENT, INC. 

STOCK OPTION GRANT NOTICE 

(2005 Equity and Performance Incentive Plan) 

Pinnacle Entertainment, Inc. (the “Company”), pursuant to its 2005 Equity and Performance Incentive Plan (the “Plan”),
hereby grants to Optionee the option to purchase the number of shares of the Company’s common stock set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth in this Grant Notice, the
attached Stock Option Agreement, the Employment Agreement between the Optionee and the Company, and the Plan (a copy of which has been made available to you), all of which are incorporated herein in their entirety. 

 

			
	 Optionee:
	  	Anthony M. Sanfilippo
	 Date of Grant:
	  	August 18, 2014
	 Number of Shares of Common Stock:      
	  	50,000
	 Exercise Price Per Share:
	  	$23.59
	 Term of Option:
	  	August 18, 2024
	 Vesting Dates:
	  	August 18, 2018 and August 18, 2019
	 Type of Option:
	  	NQSO


  
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 STOCK OPTION AGREEMENT 

THIS STOCK OPTION AGREEMENT (together with the above grant notice (the “Grant Notice”), the “Agreement”) is
made and entered into as of the date set forth on the Grant Notice by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and the individual (the “Optionee”) set forth on the Grant
Notice. 
 A. Pursuant to the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan (the “Plan”), the
Compensation Committee (the “Committee”) has determined that it is to the advantage and best interest of the Company to grant to the Optionee an option (the “Option”) to purchase the number of shares of the common
stock of the Company (the “Shares” or the “Option Shares”) set forth on the Grant Notice, at the exercise price per Share set forth on the Grant Notice, and in all respects subject to the terms, definitions and
provisions of the Plan, which is incorporated herein by reference, and the Optionee’s employment agreement (the “Employment Agreement”). 

B. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Employment
Agreement or as set forth in the Plan. In the event of a conflict, the terms of the Employment Agreement shall control the interpretation of the meaning of the defined terms used in this Agreement. 

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Optionee and the Company hereby agree as follows: 

1. Acceptance of Agreement. Optionee has reviewed the Plan and this Agreement, and all provisions of the Plan and Agreement. By electronically
accepting this Option according to the instructions provided by the Company’s designated broker, Optionee agrees that this electronic contract contains Optionee’s electronic signature, which Optionee has executed with the intent to sign
this Agreement, and that this Option is granted under and governed by the terms and conditions of the Plan and this Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee on
questions relating to the Plan and this Agreement. 
 2. Grant and Terms of Stock Option. 

2.1 Grant of Option. Pursuant to the Grant Notice and this Agreement, the Company has granted to the Optionee the right and option to
purchase all or any part of the number of Shares set forth on the Grant Notice at a purchase price per Share equal to the exercise price per Share set forth on the Grant Notice. If the Grant Notice indicates (under “Type of Option”) that
this Option is an “NQSO”, then this Option is intended by the Company and the Optionee to be a Nonqualified Stock Option. 

2.2 Vesting and Term of Option. Subject to the provisions of the Plan, the Employment Agreement, and the other provisions of this
Agreement, this Option shall vest and become exercisable in two equal installments on August 18, 2018 (25,000 Shares) and August 18, 2019 (25,000 Shares). Except as otherwise provided below in this Section 2.2, the Option shall expire
on the last day of the Term of Option (set forth on the Grant Notice) (The “Term”). 
 2.2.1 If Optionee’s employment
terminates for a reason specified in Section 6.5.2 of the Employment Agreement and the conditions in Section 6.9 of the Employment Agreement are satisfied, any unvested portion of such Option that would have become vested and exercisable
during the eighteen month period following the date of the termination of employment shall vest on the later of (a) the same date such portion the Option would have vested, as set forth in the Grant Notice had Optionee remained employed through
such date, and (b) as applicable, either (i) the date the release described in Section 6.9 of the Employment Agreement becomes irrevocable or (ii) if the Company fails to deliver the release described in Section 6.9 of the
Employment Agreement to Optionee within 14 days after the date Optionee’s employment terminates, the date 14 days after the date Optionee’s employment terminates. In addition, the portion of this Option that (x) is vested and
exercisable as of the date of termination or (y) vests pursuant to the preceding sentence following the date of termination shall be exercisable until (and shall terminate and be cancelled on) the earlier of (I) the expiration of the Term
and (II) two 

  
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years after termination of Optionee’s employment, except as otherwise provided in the Employment Agreement. The portion of the Option that is not vested as of the date of termination (and
does not become vested pursuant to this Section 2.2.1) shall be cancelled and terminated as of the date of such termination and shall no longer be exercisable as to the Shares subject to that portion of the Option. 

2.2.2 If Optionee’s employment terminates for a reason specified in Section 6.5.3 or Section 6.5.4 of the Employment Agreement
and, if applicable, the conditions in Section 6.9 of the Employment Agreement are satisfied, any unvested portion of the Option shall immediately become 100% vested and exercisable (a) in the case of a termination due to death pursuant to
Section 6.5.3, upon the date of termination, and (b) in the case of a termination pursuant to Section 6.5.3 (other than due to death) or Section 6.5.4, as applicable, either (i) on the date the release described in
Section 6.9 of the Employment Agreement becomes irrevocable or (ii) if the Company fails to deliver the release described in Section 6.9 of the Employment Agreement to Optionee within 14 days after the date Optionee’s employment
terminates, on the date 14 days after the date Optionee’s employment terminates, and the Option shall be exercisable until (and shall terminate and be cancelled on) the earlier of (I) the expiration of the Term and (II) two years after
termination of Optionee’s employment, except as otherwise provided in the Employment Agreement. 
 2.2.3 If Optionee’s employment
is terminated by Optionee without Good Reason (as defined in the Employment Agreement), the portion of this Option that is vested and exercisable as of the date of termination shall be exercisable until (and shall terminate and be cancelled on) the
earlier of (a) the expiration of the Term, and (b) eighteen (18) months after termination, except as otherwise provided in the Employment Agreement. The portion of the Option that is not vested as of the date of termination shall be
cancelled and terminated as of the date of such termination and shall no longer be exercisable as to the Shares subject to that portion of the Option. 

2.2.4 If Optionee’s employment is terminated by the Company with Cause (as defined in the Employment Agreement), the portion of this
Option that is vested and exercisable as of the date of termination shall be exercisable until (and shall terminate and be cancelled on) the earlier of (a) the expiration of the Term, or (b) thirty (30) days after termination, except
as otherwise provided in the Employment Agreement. The portion of the Option that is not vested as of the date of termination shall be cancelled and terminated as of the date of such termination and shall no longer be exercisable as to the Shares
subject to that portion of the Option. 
 3. Method of Exercise.  

3.1 Delivery of Notice of Exercise. This Option shall be exercisable by delivery of instructions, which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. Exercise of the shares shall be
performed by online execution of exercise through the designated broker’s internet tool, or delivery of verbal instruction to the designated broker’s customer service agent if so permitted by the designated broker, together with such
information as the broker shall require to complete the transaction; or a combination thereof. The Option shall be deemed to be exercised no earlier than receipt by the designated broker of such exercise instructions accompanied by the aggregate
exercise price. This Option may not be exercised for a fraction of a Share. 
 3.2 Restrictions on Exercise. No Shares will be issued
pursuant to the exercise of this Option unless and until there shall have been full compliance with all applicable requirements of the Securities Act of 1933, as amended (whether by registration or satisfaction of exemption conditions), all
applicable listing requirements of any national securities exchange or other market system on which the Common Stock is then listed and all applicable requirements of any Applicable Laws and of any regulatory bodies having jurisdiction over such
issuance. As a condition to the exercise of this Option, the Company may require the Optionee to make any representation and warranty to the Company as may be necessary or appropriate, in the judgment of the Committee, to comply with any Applicable
Law. 
 3.3 Method of Payment. Payment of the exercise price shall be made in full at the time of exercise (a) in cash or by
certified check or bank check or wire transfer of immediately available funds, (b) by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value) that have been owned for a period of at least
six months (or such other period to avoid accounting charges against the Company’s 

  
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earnings), (c) by delivery of the exercise instructions together with any other documentation as the designated broker (and Optionee’s broker, if applicable) require(s) to effect an
exercise of the Option and delivery to the Company of the sale or other proceeds (as permitted by Applicable Law) required to pay the exercise price, (d) by such other method as the Committee may permit, or (e) any combination of any of
the foregoing. In addition, the Committee may impose such other conditions in connection with the delivery of shares of Common Stock in satisfaction of the exercise price as it deems appropriate in its sole discretion. 

3.4 No Rights as a Stockholder. Until the stock certificate evidencing shares of Common Stock issued upon exercise of this Option is
issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares,
notwithstanding the exercise of the Option. 
 4. Non-Transferability of Option. Except as provided below, this Option may not be sold, assigned
transferred, pledged or otherwise encumbered other than by will or by the laws of descent or distribution or to a beneficiary designated pursuant to the Plan, and may be exercised during the lifetime of Optionee only by Optionee or the
Optionee’s guardian or legal representative. Subject to all of the other terms and conditions of this Agreement, following the death of Optionee, this Option may be exercised by Optionee’s beneficiary or other person entitled to exercise
this Option in the event of Optionee’s death under the Plan. Notwithstanding the first sentence of this Section 4, if this Option is a Nonqualified Stock Option, this Option may be assigned, in whole or in part, during the Optionee’s
lifetime to one or more Family Members of the Optionee. Rights under the assigned portion may be exercised by the Family Member(s) who acquire a proprietary interest in such Option pursuant to the assignment. The terms applicable to the assigned
portion shall be the same as those in effect for the Option immediately before such assignment and shall be set forth in such documents issued to the assignee as the Committee deems appropriate. 

5. Restrictions; Restrictive Legends. Ownership and transfer of Shares issued pursuant to the exercise of this Option will be subject to the provisions
of, including ownership and transfer restrictions (including, without limitation, ownership and transfer restrictions imposed by applicable gaming laws) contained in, the Company’s Certificate of Incorporation, as amended from time to time,
restrictions imposed by Applicable Laws and restrictions set forth or referenced in legends imprinted on certificates representing such Shares. 
 6.
Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent that this Option had not been previously exercised, it will terminate immediately prior to the consummation of such proposed
dissolution or liquidation. In such instance, the Committee may, in the exercise of its sole discretion, declare that this Option will terminate as of a date fixed by the Committee and give the Optionee the right to exercise this Option prior to
such date as to all or any part of the optioned stock, including shares as to which this Option would not otherwise be exercisable. 
 7. General.

 7.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware applicable to
agreements made and to be performed entirely in Delaware, without regard to the conflicts of law provisions of Delaware or any other jurisdiction. 

7.2 Community Property. Without prejudice to the actual rights of the spouses as between each other, for all purposes of this
Agreement, the Optionee shall be treated as agent and attorney-in-fact for that interest held or claimed by his or her spouse with respect to this Option and the parties hereto shall act in all matters as if the Optionee was the sole owner of this
Option. This appointment is coupled with an interest and is irrevocable. 
 7.3 No Employment Rights. Nothing herein contained shall
be construed as an agreement by the Company or any of its subsidiaries, express or implied, to employ the Optionee or contract for the Optionee’s services, to restrict the Company’s or such subsidiary’s right to discharge the Optionee
or cease contracting for the Optionee’s services or to modify, extend or otherwise affect in any manner whatsoever the terms of any employment agreement or contract for services which may exist between the Optionee and the Company or any of its
subsidiaries. 

  
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 7.4 Application to Other Stock. In the event any capital stock of the Company or any other
corporation shall be distributed on, with respect to, or in exchange for shares of Common Stock as a stock dividend, stock split, reclassification or recapitalization in connection with any merger or reorganization or otherwise, all restrictions,
rights and obligations set forth in this Agreement shall apply with respect to such other capital stock to the same extent as they are, or would have been applicable, to the Option Shares on or with respect to which such other capital stock was
distributed. 
 7.5 No Third-Party Benefits. Except as otherwise expressly provided in this Agreement, none of the provisions of this
Agreement shall be for the benefit of, or enforceable by, any third-party beneficiary. 
 7.6 Successors and Assigns. Except as
provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns. 

7.7 No Assignment. Except as otherwise provided in this Agreement, the Optionee may not assign any of his, her or its rights under this
Agreement without the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company shall be permitted to assign its rights or obligations under this Agreement, but no such assignment shall release the
Company of any obligations pursuant to this Agreement. 
 7.8 Severability. The validity, legality or enforceability of the remainder
of this Agreement shall not be affected even if one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable in any respect. 

7.9 Equitable Relief. The Optionee acknowledges that, in the event of a threatened or actual breach of any of the provisions of this
Agreement, damages alone will be an inadequate remedy, and such breach will cause the Company great, immediate and irreparable injury and damage. Accordingly, the Optionee agrees that the Company shall be entitled to injunctive and other equitable
relief, and that such relief shall be in addition to, and not in lieu of, any remedies it may have at law or under this Agreement. 
 7.10
Arbitration. 
 7.10.1 General. 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 arbitration, before a single arbitrator, in accordance with this Section 7.10 and the
then most applicable rules of the American Arbitration Association. 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 the City of Las Vegas, Nevada. 
 7.10.2 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 arbitrators drawn by the parties at random from the “Independent” (or “Gold Card”) list of retired judges or, at the
option of the Optionee, from a list of nine persons (which shall be retired judges or corporate or litigation attorneys experienced in stock options and buy-sell agreements) provided by the office of the American Arbitration Association having
jurisdiction over Las Vegas, 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. 

7.10.3 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 

  
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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 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. 
 7.10.4 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 the Optionee wishes to contribute (up to 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. 
 7.10.5 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. 
 7.11 Withholding Taxes. The Company has the right to take whatever steps the Company deems necessary or appropriate to comply
with all applicable federal, state, local, and employment tax withholding requirements, and the Company’s obligations to deliver shares of Common Stock upon the exercise of this Option will be conditioned upon compliance with all such
withholding tax requirements. Without limiting the generality of the foregoing, upon the exercise of this Option, the Company will have the right to withhold taxes from any other compensation or other amounts which it may owe to the Optionee, or to
require the Optionee to pay to the Company the amount of any taxes which the Company may be required to withhold with respect to the shares issued on such exercise. Without limiting the generality of the foregoing, the Committee in its discretion
may authorize the Optionee to satisfy all or part of any withholding tax liability by (a) having the Company withhold from the shares of Common Stock which would otherwise be issued on the exercise of an Option that number of shares having a
Fair Market Value, as of the date the withholding tax liability arises, equal to or less than the amount of the Company’s withholding tax liability, or (b) by delivering to the Company previously-owned and unencumbered shares of the Common
Stock having a Fair Market Value, as of the date the withholding tax liability arises, equal to or less than the amount of the Company’s withholding tax liability. 

7.12 Headings. The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, extend
or interpret the scope of this Agreement or of any particular section. 
 7.13 Number and Gender. Throughout this Agreement, as the
context may require, (a) the masculine gender includes the feminine and the neuter gender includes the masculine and the feminine; (b) the singular tense and number includes the plural, and the plural tense and number includes the
singular; (c) the past tense includes the present, and the present tense includes the past; (d) references to parties, sections, paragraphs and exhibits mean the parties, sections, paragraphs and exhibits of and to this Agreement; and
(e) periods of days, weeks or months mean calendar days, weeks or months. 
 7.14 Electronic Delivery and Disclosure. The
Company may, in its sole discretion, decide to deliver or disclose, as applicable, any documents related to this Option granted under the Plan, future options that may be granted under the Plan, the prospectus related to the Plan, the Company’s
annual reports or proxy statements by electronic means or to request Optionee’s consent to participate in the Plan by electronic means. Optionee hereby 

  
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consents to receive such documents delivered electronically or to retrieve such documents furnished electronically, as applicable, and agrees to participate in the Plan through any online or
electronic system established and maintained by the Company or another third party designated by the Company. 
 7.15 Data Privacy.
Optionee agrees that all of Optionee’s information that is described or referenced in this Agreement and the Plan may be used by the Company, its affiliates and the designated broker and its affiliates to administer and manage Optionee’s
participation in the Plan. 
 7.16 Acknowledgments of Optionee. Optionee has reviewed the Plan and this Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Agreement, fully understands all provisions of the Grant Notice, the Plan, the Employment Agreement and Agreement and, by accepting the Notice of Grant, acknowledges and
agrees to all of the provisions of the Grant Notice, the Plan and this Agreement. 
 7.17 Complete Agreement. The Grant Notice, this
Agreement, the Employment Agreement and the Plan constitute the parties’ entire agreement with respect to the subject matter hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral
or written, with respect to the subject matter hereof. 
 7.18 Waiver of Jury Trial. TO THE EXTENT EITHER PARTY INITIATES LITIGATION
INVOLVING THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN US (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN SUCH LITIGATION), ALL OF THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY. THIS WAIVER WILL APPLY TO ALL CAUSES OF ACTION
THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, INCLUDING CLAIMS RELATED TO THE ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE OR FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES OF ACTION, AND IN
CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN OR AMONG US OR BETWEEN OR AMONG ANY OF OUR OWNERS, AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS. 

  
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