Exhibit
10.1


 


PENN NATIONAL GAMING, INC.


 


NOTICE OF GRANT OF RESTRICTED
STOCK


 


This is to notify you that
an award of restricted shares of Common Stock of Penn National Gaming, Inc.
(the “Company”) has been granted pursuant to the Penn National Gaming, Inc.
2008 Long Term Incentive Compensation Plan, as follows:


 


	
  Name
  and Address of Grantee:

  	
   

  
	
   

  	
   

  
	
  Date
  of Grant:

  	
                      ,
  20    

  
	
   

  	
   

  
	
  Type
  of Grant:

  	
  Restricted
  Stock Award

  
	
   

  	
   

  
	
  Number
  of shares:

  	
                        

  
	
   

  	
   

  
	
  Fair
  market value per share:

  	
  $                          (as of the close of business on
                            )

  
	
   

  	
   

  
	
  Total
  fair market value of award:

  	
  $                          (as of the close of business on
                            )

  
	
   

  	
   

  
	
  Vesting
  Date(s)/Lapse of Restrictions:

  	
                
  shares on
                        
  [1st anniversary of Date of Grant]

                
  shares on
                        
  [2nd anniversary of Date of Grant]

                
  shares on
                        
  [3rd anniversary of Date of Grant]

                
  shares on
                        
  [4th anniversary of Date of Grant]

   

  OR

   

                
  shares on
                        
  [4th anniversary of Date of Grant]

                
  shares on
                        
  [5th anniversary of Date of Grant]

  



 


The grant is subject to all
the terms and conditions of the Penn National Gaming, Inc. 2008 Long Term
Incentive Compensation Plan, a copy of which is available upon request.


 


	
   

  	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  PENN NATIONAL GAMING, INC. 

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Robert S. Ippolito 

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President, Secretary and Treasurer

  



 

















 


PENN NATIONAL GAMING, INC.


RESTRICTED STOCK AWARD AGREEMENT


 


All
Restricted Stock is subject to the provisions of the 2008 Long Term Incentive
Compensation Plan (the “Plan”) and any rules and regulations established
by the Compensation Committee of the Board of Directors of Penn National Gaming, Inc.  A copy of the Plan is available upon
request.  Unless specifically defined
herein, words used herein with initial capitalized letters are defined in the
attached Notice or the Plan.


 


The terms
provided herein are applicable to the Restricted Stock specified in the
attached Notice.  Different terms may
apply to any prior or future awards under the Plan.


 


I.              PAYMENT FOR SHARES


 


No payment is required for
the Restricted Stock you receive.


 


II.            VESTING/LAPSE OF RESTRICTIONS


 


Vesting of Restricted Stock
means that the Restricted Stock may no longer be forfeited in the event you
have a termination of employment (see the discussion of Forfeiture below).  The lapse of restrictions means that the
stock is fully transferable by you.  Any
stock for which the lapse of restrictions has not occurred may not be sold,
transferred, pledged or otherwise disposed of by you.


 


The Restricted Stock vests
and the restrictions on transfer lapse in [25% installments on each of the
first, second, third and fourth anniversaries of the Date of Grant] OR [50%
installments on each of the fourth and fifth anniversaries of the Date of
Grant].  If you cease to be employed by
the Company and all Subsidiaries or serve as a Director of the Company, as the
case may be, then all of the Restricted Stock that remains subject to
restriction or vesting at such time shall be cancelled and forfeited except as
otherwise provided for in the Plan or this Award Agreement.


 


In addition, the Restricted
Stock vests and the restrictions on transfer lapse as of the occurrence of any
of the following events:


 


A.            Your service as an Employee or Director of the Company, as
the case may be, terminates because of death or Disability; or


 


B.            The Company is subject to a Change of Control (as defined in
the Plan).


 


No additional shares of
Restricted Stock vest after your service as an Employee or a Director of the
Company, as the case may be, has terminated for any other reason.


 


III.           FORFEITURE


 


If
your service as an Employee or Director of the Company, as the case may be,
terminates for any reason (except as otherwise provided for in the Plan or this
Award Agreement), then your shares of Restricted Stock will be forfeited to the
extent that they have not vested before the termination date and do not vest as
a result of the termination.  This means
that the Restricted 


 

















 


Stock
will immediately revert to the Company. 
You will receive no payment for shares of Restricted Stock that are
forfeited.


 


IV.           LEAVES OF ABSENCE


 


For
purposes of this grant, your service does not terminate when you go on a leave
of absence recognized under the Plan. 
Your service will terminate when the leave of absence ends, however,
unless you immediately return to active work.


 


V.            STOCK CERTIFICATES


 


The
Restricted Stock, or any part thereof, may be represented by certificates or
may be represented in the form of uncertificated shares.  The rights and obligations of the holder of shares
represented by a certificate and the rights and obligations of the holder of
uncertificated shares of the same class and series shall be identical.  During the Restricted Period the shares
underlying your Restricted Stock award will be held for you by the
Company.  After those shares have vested,
those shares will be released to you in the form of a stock certificate or
uncertificated shares at your option.


 


VI.           VOTING AND DIVIDEND RIGHTS


 


You
may vote your Restricted Stock and you will receive any dividends paid with
respect to your Restricted Stock even before they vest.  Dividends with respect to your Restricted
Stock will be paid in a lump sum on the dates that dividends are payable on
Common Stock of the Company to Company shareholders generally.


 


VII.         WITHHOLDING TAXES


 


No
stock certificates will be released or issued to you unless you have made
acceptable arrangements to pay any withholding taxes that may be due as a
result of this grant or the vesting of the shares.  Those arrangements may include withholding
shares of Company Common Stock that otherwise would be released to you when
they vest.  These arrangements may also
include surrendering shares of Company Common Stock that you already own.  The fair market value of the shares you
surrender, determined as of the date when taxes otherwise would have been
withheld in cash, will be applied as a credit against the withholding taxes.


 


VIII.        RESTRICTIONS ON RESALE


 


By
signing this Agreement, you agree not to sell any shares at a time when
applicable laws or Company policies prohibit a sale.  This restriction will apply as long as you
are an Employee or Director of the Company, as the case may be.


 


IX.           NO RIGHT TO CONTINUED SERVICE


 


A
grant of Restricted Stock does not give you the right to continue in service
with the Company in any capacity.  The
Company reserves the right to terminate your services at any time, with or
without cause, subject to any employment agreement or other contract.


 

















 


X.            ADJUSTMENTS


 


In
the event of a stock split, a stock dividend or a similar change in Company
Common Stock, the number of Restricted Shares that remain subject to forfeiture
will be adjusted accordingly.


 


XI.           APPLICABLE LAW


 


This
Agreement will be interpreted and enforced under the laws of the Commonwealth
of Pennsylvania, without regard to its choice of law provisions.


 


XII.         THE PLAN AND OTHER AGREEMENTS


 


The
text of the Penn National Gaming, Inc. 2008 Long Term Incentive
Compensation Plan is incorporated in this Agreement by reference.


 


This
Agreement and the Plan constitute the entire understanding between you and the
Company regarding this grant.  Any prior
agreements, commitments or negotiations concerning this grant are
superseded.  This Agreement may be
amended only by another written agreement, signed by both parties.


 


BY SIGNING
THE ATTACHED NOTICE,


YOU AGREE
TO ALL OF THE TERMS AND CONDITIONS


DESCRIBED
ABOVE AND IN THE PLAN.