Exhibit 4.8






Exhibit 4.8




GRANT OF DIRECTOR

OTHER STOCK UNIT AWARDS UNDER THE

PINNACLE ENTERTAINMENT, INC.

2005 EQUITY AND PERFORMANCE INCENTIVE PLAN




The Compensation Committee of the Board of Directors (the “Committee”) of Pinnacle
Entertainment, Inc., a Delaware corporation (the “Company”) hereby makes this Grant of Other Stock
Unit Awards, effective as of
                , to                                  (the “Grantee”) under the Pinnacle
Entertainment, Inc. 2005 Equity and Performance Incentive Plan, as amended (the “Plan”), with
reference to the following facts:



A. The Company has adopted the Plan to encourage high levels of performance by employees,
directors and consultants who are key to the success of the Company, by granting Awards to such
persons.




B. The Plan provides that Awards shall be granted by the Committee.



C. Article VIII of the Plan provides that the Committee may grant Other Stock Unit Awards,
with the identity of the grantees, terms and conditions, number of Shares, and consideration for
such Other Stock Unit Awards to be determined by the Committee in its sole discretion.




D. The Grantee is a director of the Company.



E. The Committee has determined that it is in the best interests of the Company to grant Other
Stock Unit Awards to the Grantee on the terms and conditions set forth below.



NOW, THEREFORE, Other Stock Unit Awards covering                      Shares are hereby granted to Grantee
on the following terms and conditions:



1. The Other Stock Unit Awards shall vest on                                          (the “Vesting Date”). The
Other Stock Unit Awards shall not be entitled to Dividend Equivalents under Section 12.5 of the
Plan, but shall be subject to adjustment in accordance with Section 12.2 of the Plan.



2. The Shares corresponding to the vested portion of the Other Stock Unit Awards shall be
transferred to the Grantee within 90 days following the Grantee’s cessation as a director for any
reason.



3. The Plan and this Grant of Other Stock Unit Awards shall be interpreted in compliance with
Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder
(“Section 409A”). In the event that any compensation with respect to the Grantee’s separation from
service is “deferred compensation” within the meaning of Section 409A, the stock of the Company or
any affiliate is publicly traded on an established securities market or otherwise, and the Grantee
is determined to be a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code,
transfer of the Shares covered by vested Other Stock Unit Awards shall be delayed as required by
Section 409A. Such delay shall last six months from the date of the Grantee’s separation from
service, except in the event of Executive’s death. Grantee shall have no right directly or
indirectly to designate the taxable year of payment.



4. The Grantee’s service as a director on the Vesting Date shall be the sole consideration for
the Other Stock Unit Awards.



5. Until the transfer of Shares under Section 2 hereof, the Other Stock Unit Awards shall
represent only an unsecured and unfunded promise to deliver the Shares in the future, and the
rights of the Grantee against the Company shall be only those of an unsecured creditor.



6. The Other Stock Unit Awards granted hereunder shall be subject to the terms and provisions
of the Plan, and all capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Plan.


 


 









 





IN WITNESS WHEREOF, this Other Stock Unit Award has been executed on behalf of the Company, to
be effective as of the date first above written.



	 	 	 	 	 
	 	PINNACLE ENTERTAINMENT, INC.

A Delaware Corporation

 	 
	 	By:  	 	 
	 	 	 	 
	 	GRANTEE



 


 	 




 


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