Exhibit 10.1


 


PENN NATIONAL
GAMING, INC.

RESTRICTED STOCK AWARD AGREEMENT


 


All
Restricted Stock is subject to the provisions of the 2003 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 here 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


 


The Restricted
Stock vests on the fifth anniversary of the Date of Grant, if you continuously
provide service as an employee through such date.  In addition, the Restricted Stock vests as of
the occurrence of one of the following events:


 


A.                                    Your service as an employee of
the Company terminates because of death, Disability or Retirement;


 


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


 


C.                                    The Company is subject to a “change
in control” (as defined in your employment agreement dated                    )
that occurs on or after the first anniversary of the Date of Grant.


 


No additional
shares of Restricted Stock vest after your service as an employee of the
Company has terminated for any other reason.


 


III.                                 SHARES
RESTRICTED


 


Unvested
shares will be considered “Restricted Stock.” 
You may not sell, transfer, pledge or otherwise dispose of any
Restricted Stock.


 


IV.                                FORFEITURE


 


If your service as an employee of the Company terminates for any
reason, then your 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.


 


V.                                    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.


 


VI.                                STOCK
CERTIFICATES


 


Your Restricted Stock will be held for you by the Company.  After those shares have vested, a stock
certificate for those shares will be released to you.


 


VII.                            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.


 


VIII.                        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 stock that otherwise would be released to you when they
vest.  These arrangements may also
include surrendering shares of Company 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.


 


IX.                                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 of the Company.


 


X.                                    NO RETENTION
RIGHTS


 


Neither your grant nor this Agreement give you the right to be employed
or retained by 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.


 


XI.                                ADJUSTMENTS


 


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


 





















 


XII.                            APPLICABLE
LAW


 


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


 


XIII.                        THE PLAN AND
OTHER AGREEMENTS


 


The text of the Penn National Gaming, Inc. 2003 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.


 





















 


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. 2003 Long Term Incentive Compensation Plan, as
follows:


 


	
  Name and Address of Grantee:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Type of Grant:

  	
   

  	
  Restricted Stock Award

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Number of shares:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fair market value per share:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total fair market value of award:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Restricted Period ends:

  	
   

  	
   

  	
   

  



 


 


The grant is
subject to all the terms and conditions of the Penn National Gaming, Inc.
2003 Long Term Incentive Compensation Plan, a copy of which is available upon
request.


 


	
   

  	
  GRANTEE 

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  PENN NATIONAL GAMING, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  
	
   

  	
  Title: