Exhibit 10.2


 





FIRST AMENDMENT TO 


 


EXECUTIVE AGREEMENT


 


THIS FIRST AMENDMENT TO EXECUTIVE AGREEMENT
(“Amendment”) is entered into on March 27, 2020 and effective on April 1, 2020 (the “Effective Date”) by
and between Penn National Gaming, Inc., a Pennsylvania corporation (the “Company”), and David Williams, an individual
(“Executive”), with respect to the following facts and circumstances:


 


RECITALS


 


The Company and Executive entered into an
Executive Agreement on January 22, 2020 and effective as of January 27, 2020 (the “Agreement”).


 


The Company and Executive desire to amend
the Agreement pursuant to the terms set forth herein.


 


NOW, THEREFORE, in consideration of the
mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:


 


AMENDMENTS


 


1.                  
As of the Effective Date, the salary components only of Section 1(a) of the Agreement (Term and Compensation) are hereby
deleted in their entirety and replaced with the following:


 


“1.                 Term and Compensation. 


 


(a)       The
Company hereby agrees to employ Executive and Executive hereby accepts such employment, in accordance with the terms, conditions
and provisions hereinafter set forth in this Agreement, at the following compensation: (a)(i) $650,000 as base salary beginning
on January 27, 2020 until March 31, 2020 and (ii) $520,000 as base salary effective on April 1, 2020 and thereafter; provided that
the Compensation Committee of the Company shall have discretion to restore or increase the base salary during the term of this
Agreement.”


 


2.                  
As of the Effective Date, Section 4(a) of the Agreement (Amount of Post-Employment Base Salary) and Section 4(b) of the
Agreement (Amount of Post-Employment Bonus) are hereby deleted in their entirety and replaced with the following new Section 4(a)
(Amount of Post-Employment Base Salary) and new Section 4(b) of the Agreement (Amount of Post-Employment Bonus): 


 


“(a)      Amount of Post-Employment
Base Salary. Subject to Sections 4(d) and 21, the Company shall pay to Executive an amount equal to 24 months (the “Severance
Period”) of base salary at a rate equal to the greater of (i) the base salary set forth in Section 1(a)(i)(a) or (ii) the
base salary in effect on the date of Executive’s separation from service (the “Termination Date”). Such amount
shall be paid over the Severance Period in accordance with the Company’s regular payroll procedures for similarly situated
executives following the Termination Date.


 


(b)       Amount
of Post-Employment Bonus. In addition to the Post-Employment Base Salary provided under Section 4(a) above, and
subject to Section 4(e), the Company shall pay to Executive an amount equal to the product of 1.5 times the targeted amount
of an annual cash bonus, at the rate in effect on the Termination Date.   Such amount paid to Executive under this
Section 4(b) shall be paid on the date annual bonuses are paid to similarly-situated executives after the Termination
Date.”


 






    -1-


     


    

 


3.                  
 As of the Effective Date, Section 9(b) of the Agreement (Payments) is hereby deleted in its entirety and replaced
with the following new Section 9(b) (Payments): 


 


“(b)       Payments.
In the event of a Change of Control, and either (A) Executive’s employment is terminated without Cause within 12 months after
the effective date of the Change of Control or (B) Executive resigns from employment for Post-COC Good Reason (as such term is
defined in subsection (f) below) within 12 months after the effective date of the Change of Control (the effective date of such
termination or resignation, the “Activation Date”), subject to Section 9(d), Executive shall be entitled to receive,
on the sixtieth day following the employment termination date, a cash payment in an amount equal to the product of two times the
sum of the Executive’s: (i) base salary which shall be determined based on the greater of (a) the base salary set forth
in Section 1(a)(i)(a) or (b) the base salary in effect on the Termination Date and (ii) targeted amount of annual cash bonus, at
the rate in effect coincident with the Change of Control or the Activation Date, whichever is greater; provided, however, that
if the Change of Control is not a “change in control event” for purposes of Code Section 409A, then only those amounts
that do not constitute non-qualified deferred compensation under Section 409A shall be paid in a lump sum and the remaining payments
shall be paid over the Severance Period in accordance with the Company’s regular payroll procedures for similarly-situated
executives. Such payment shall be in lieu of any payment to which Executive would be entitled under Section 4(a)-(b), provided
that Executive shall also be entitled to receive the benefits set forth in Section 4(c).”


 


4.                  
Except as modified herein, all other terms of the Agreement shall remain in full force and effect. In the event of a conflict
between the terms of the Agreement and this Amendment, the terms of this Amendment shall apply. No modification may be made to
the Agreement or this Amendment except in writing and signed by both the Company and Executive.


 


[SIGNATURES APPEAR ON
THE FOLLOWING PAGE]


 






    -2-


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as of the date first written above.


 


	EXECUTIVE	PENN NATIONAL GAMING, INC.




 


	/s/ David Williams	 	By:	/s/ Jay A. Snowden
	David Williams	 	 	Jay A. Snowden,
	 	 	 	President and Chief Executive Officer




  



    -3-