Filed by Bowne Pure Compliance





Exhibit 10.1




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 set forth below (the “Option”). This Option is subject to all of the terms and conditions
as set forth in this Grant Notice and the attached Stock Option Agreement (the “Option Agreement”)
and the Plan (a copy of which has been made available to you), all of which are incorporated herein
in their entirety.



	 	 	 	 	 
	Optionee:

	 	 
 

	 	 
	Date of Grant:

	 	 	 	 
	 

	 	 	 	 
	Number of Shares of Common Stock:

	 	 	 	 
	 

	 	 	 	 
	Exercise Price Per Share:

	 	 	 	 
	 

	 	 	 	 
	Term of Option:
	 	 	 	 
	 

	 	 	 	 
	Initial Vesting Date:
	 	 	 	 
	 

	 	 	 	 
	Type of Option (Enter an X in one box)

	 	[  ] ISO       [  ] NQSO	 	 






Vesting Schedule: Subject to the restrictions and limitations of the Option Agreement and the
Plan, this Option shall vest and become exercisable with respect to 20% of the Shares subject to
this Option on the Initial Vesting Date. On each subsequent anniversary of the Initial Vesting
Date, this Option shall become vested and exercisable with respect to an additional 20% of the
Shares subject to this Option.



Additional Terms/Acknowledgements: The undersigned Optionee acknowledges receipt of, and has read
and understands and agrees to, the Option Agreement. Optionee further acknowledges that as of the
Date of Grant, the Option Agreement, and the Plan set forth the entire understanding between
Optionee and the Company regarding the grant by the Company of the Option referred to in this Grant
Notice. Optionee hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board of Directors or the Compensation Committee upon any questions arising
under the Plan. Defined terms not otherwise defined herein have the meanings ascribed to them in
the Option Agreement and if not therein, then in the Plan.



	 	 	 	 	 	 	 	 	 
	PINNACLE ENTERTAINMENT, INC.	 	 	 	OPTIONEE:
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Signature
	 	 	 	 	 	Signature
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 






ATTACHMENTS: Option Agreement



SPOUSE OF OPTIONEE:




Spouse has read and understands the Option Agreement and is executing this Grant Notice to evidence
Spouse’s consent and agreement to be bound by all of the terms and conditions of the Option
Agreement and the Plan (including those relating to the appointment of the Optionee as agent for
any interest that Spouse may have in the Option Shares). A copy of the Plan has been made
available to Spouse.



	 	 	 	 	 
	 
	 	 	 	 
	Signature
	 	 	 	Date






	 	 	 	 	 
	Optionee Address:
	 	 	 	 
	 

	 	 

	 	 






 












 





PINNACLE ENTERTAINMENT, INC.

STOCK OPTION AGREEMENT




THIS STOCK OPTION AGREEMENT (together with the attached 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 determined as provided herein, and in
all respects subject to the terms, definitions and provisions of the Plan, which is incorporated
herein by reference.



B. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the
meanings set forth in the Plan.



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



1. Grant and Terms of Stock Option.



1.1 Grant of Option. Pursuant to the Grant Notice, the Company has granted to the
Optionee the right and option to purchase, subject to the terms and conditions set forth in the
Plan and this Agreement, 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 “ISO,” then this Option
is intended by the Company and the Optionee to be an Incentive Stock Option. However, if the Grant
Notice indicates that this Option is a “NQSO,” then this Option is not intended to be an Incentive
Stock Option and is instead intended to be a Nonqualified Stock Option.



1.2 Vesting. Subject to the provisions of the Plan and the other provisions of this
Agreement, this Option shall vest and become exercisable in accordance with the schedule set forth
in the Grant Notice. Notwithstanding the foregoing and except as otherwise provided (including,
without limitation, any additional vesting provisions) in a written employment agreement between
the Company and the Optionee, (a) in the event of termination of the Optionee’s Continuous Status
as an Employee, Director or Consultant for any reason (other than because of termination due to
Cause, death or Disability), this Option shall immediately cease vesting; (b) in the event of
termination of the Optionee’s Continuous Status as an Employee, Director or Consultant as a result
of death or Disability, this Option shall immediately cease vesting; or (c) in the event of
termination of the Optionee’s Continuous Status as an Employee, Director or Consultant because of
termination due to Cause, then this entire Option shall be cancelled and terminated as of the date
of such termination and shall no longer be exercisable as to any Shares, whether or not previously
vested.



1.3 Term of Option. The “Term” of this Option shall begin on the Date of Grant set
forth in the Grant Notice and end on the expiration of the Term specified in the Grant Notice. No
portion of this Option may be exercised after the expiration of the Term.




1.3.1 In the event of termination of Optionee’s Continuous Status as an Employee,
Director or Consultant for any reason other than death, Disability, or Cause, except as
otherwise provided in a written employment agreement between the Company and the Optionee,
the portion of this Option that is not vested and exercisable as of the date of termination
shall be immediately cancelled and terminated. In addition, except as otherwise provided
in a written employment agreement between the Company and the Optionee, the portion of this
Option that is vested and
exercisable as of the date of termination shall terminate and be cancelled on the
earlier of (i) the expiration of the Term, or (ii) 90 days after termination of Optionee’s
Continuous Status as an Employee, Director or Consultant.


 


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1.3.2 In the event of termination of Optionee’s Continuous Status as an Employee,
Director or Consultant by death or Disability, except as otherwise provided in a written
employment agreement between the Company and the Optionee, the portion of this Option that
is not vested and exercisable as of the date of termination shall be immediately cancelled
and terminated. In addition, except as otherwise provided in a written employment
agreement between the Company and the Optionee, the portion of this Option that is vested
and exercisable as of the date of termination shall terminate and be cancelled on the
earlier of (i) the expiration of the Term, or (ii) 12 months after termination of
Optionee’s Continuous Status as an Employee, Director or Consultant by death or Disability.




1.3.3 If Optionee’s Continuous Status as an Employee, Director or Consultant is
terminated for Cause, or if, after the termination of Optionee’s Continuous Status as an
Employee, Director or Consultant, the Committee determines that Cause existed before such
termination, except as otherwise provided in a written employment agreement between the
Company and the Optionee, this entire Option shall be cancelled and terminated as of the
date of such termination and shall no longer be exercisable as to any Shares, whether or
not previously vested.



2. Method of Exercise. 




2.1 Delivery of Notice of Exercise. This Option shall be exercisable by written notice
in the form attached hereto as Exhibit A which shall state the election to exercise this Option,
the number of Shares in respect of which this Option is being exercised, and such other
representations and agreements with respect to such Shares as may be required by the Company
pursuant to the provisions of this Agreement and the Plan. Such written notice shall be signed by
the Optionee (or by the Optionee’s executors, administrators, guardian, beneficiary or legal
representative, Family Members or any other person entitled to exercise this Option under the Plan)
and shall be delivered in person or by certified mail to the Secretary of the Company. The written
notice shall be accompanied by payment of the exercise price. This Option shall not be deemed
exercised until the Company receives such written notice accompanied by payment of the exercise
price and any other applicable terms and conditions of this Agreement are satisfied. This Option
may not be exercised for a fraction of a Share.



2.2 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.



2.3 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 earnings), (c) by delivery
of a properly executed exercise notice together with any other documentation as the Committee and
the Optionee’s broker, if applicable, require 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, or (d) 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.


 


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2.4 Notice of Disqualifying Disposition of Incentive Stock Option. If this Option is
an Incentive Stock Option and the Optionee sells or otherwise disposes of any of the Shares
acquired upon exercise of this Option on or before the later of (i) two years after the date of grant, or
(ii) one year after the date such Shares were acquired, the Optionee shall immediately notify the
Company in writing of such disposition. The Optionee agrees that he or she may be subject to
income tax withholding by the Company on the taxable income recognized as a result of such
disposition and that the Optionee shall be required to satisfy such withholding obligations either
by making a payment to the Company in cash or by withholding from current earnings of the Optionee.



2.5 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.



3. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise 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, to the extent it is vested and
exercisable by Optionee in accordance with its terms on the date of death, 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 3, if this Option is a
Nonqualified Stock Option, this Option may be assigned, in connection with the Optionee’s estate
plan, 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 person or persons 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.



4. 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.



5. 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.



6. General.



6.1 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.



6.2 Notices. Any notice required or permitted under this Agreement shall be given in
writing by express courier or by postage prepaid, United States registered or certified mail,
return receipt requested, to the address set forth below or to such other address for a party as
that party may designate by 10 days advance written notice to the other parties. Notice shall be
effective upon the earlier of receipt or 3 days after the mailing of such notice.



	 	 	 
	If to the Company:

	 	Pinnacle Entertainment, Inc.
	 

	 	3800 Howard Hughes Parkway
	 

	 	Las Vegas, Nevada 89169
	 

	 	Attention: General Counsel






If to the Optionee, at the address set forth on the Grant Notice.


 


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6.3 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.



6.4 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.



6.5 Modifications. This Agreement may be amended, altered or modified only by a
writing signed by each of the parties hereto.



6.6 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.



6.7 Additional Documents. Each party agrees to execute any and all further documents
and writings, and to perform such other actions, which may be or become reasonably necessary or
expedient to be made effective and carry out this Agreement.



6.8 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.



6.9 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.



6.10 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.



6.11 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.



6.12 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.


 


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6.13 Arbitration.



6.13.1 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 6.13 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.



6.13.2 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.



6.13.3 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 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.



6.13.4 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.



6.13.5 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.


 


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6.14 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.



6.15 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.



6.16 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.



6.17 Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.



6.18 Complete Agreement. The Grant Notice, this 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.



6.19 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.



[SIGNATURES TO APPEAR ON FOLLOWING PAGE]



 


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	 	 	PINNACLE ENTERTAINMENT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	OPTIONEE	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Name:	 	 






 


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SPOUSAL CONSENT




By his or her signature below, the spouse of the Optionee agrees to be bound by all of the
terms and conditions of the foregoing Stock Option Agreement (including those relating to the
appointment of the Optionee as agent for any interest that Spouse may have in the Option Shares).



	 	 	 	 	 
	 

	 	OPTIONEE’S SPOUSE	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Signature	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Print Name	 	 





 


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EXHIBIT A

NOTICE OF EXERCISE OF STOCK OPTION




Pinnacle Entertainment, Inc.

3800 Howard Hughes Parkway

Las Vegas, Nevada 89169

Attn: General Counsel




Ladies and Gentlemen:




The undersigned hereby elects to exercise the option indicated below:



Option Grant Date:                                         

Type of Option: Incentive Stock Option / Nonqualified Stock Option

Number of Shares Being Exercised:                          

Exercise Price Per Share:                                         

Total Exercise Price: $                         

Method of Payment:                          




Enclosed herewith is payment in full of the total exercise price and a copy of the Grant
Notice.



My exact name, current address and social security number for purposes of the stock
certificates to be issued and the stockholder list of the Company are:




Name:    
                                                                              




Address:    
                                                                         




   
                                                                       


Social Security Number:                                                     



	 	 	 
	 

	 	Sincerely,
	 
	Dated:                                         
	 	 
	 

	 	 
	 

	 	(Optionee’s Signature)