Form of Award Agreement for Restricted Stock Units



 Exhibit 10.3 
 BOYD GAMING CORPORATION 2002 STOCK INCENTIVE PLAN 
 Notice of Restricted Stock Unit Award

 You (the “Grantee”) have been granted an award of Restricted Stock Units (the “Award”), subject to the terms
and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the Boyd Gaming Corporation 2002 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Restricted Stock Unit Agreement (the
“Agreement”) attached hereto, as follows. Unless otherwise provided herein, the terms in this Notice shall have the same meaning as those defined in the Plan. 
  

			
		
	Award Number	 	  
		
	Date of Award	 	  
		
	 TotalNumber of Restricted Stock
 UnitsAwarded (the “Units”)
	 	  
		
	Vesting Schedule:	 	Subject to other limitations set forth in this Notice, the Agreement and the Plan, the Units shall be fully vested (100%) as of the date of grant and shall not be subject to
forfeiture.


 IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the
Award is to be governed by the terms and conditions of this Notice, the Plan, and the Agreement. 
  

			
	 Boyd Gaming Corporation, a Nevada corporation

		
	By:	 	  
		
	Title:	 	  


 Grantee Acknowledges and Agrees: 
 The Grantee acknowledges receipt of a copy of the Plan and the Agreement and represents that he or she is familiar with the terms and provisions thereof,
and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing
this Notice and fully understands all provisions of this Notice, the Agreement and the Plan. The Grantee further agrees and acknowledges that this Award is a non-elective arrangement pursuant to Section 409A of the Code. 
 The Grantee hereby agrees that all questions of interpretation and administration relating to this Notice, the Plan and the Agreement shall be resolved
by the Administrator in accordance 

  

 1 








 
with Section 8 of the Agreement. The Grantee further agrees to the venue selection and waiver of a jury trial in accordance with Section 9 of the
Agreement. The Grantee further agrees to notify the Company upon any change in his or her residence address indicated in this Notice. 
  

					
			
	  	 		 	  
	Date	 		 	 Grantee’s Signature

			
		 		 	  
		 		 	 Grantee’s Printed Name

			
		 		 	  
		 		 	 Address

			
		 		 	  
		 		 	 City, State & Zip


  

 2 








 Award Number:
                                        
             
 BOYD GAMING CORPORATION 2002 STOCK INCENTIVE PLAN

 RESTRICTED STOCK UNIT AGREEMENT 
 1. Issuance of Units. Boyd Gaming Corporation, a Nevada corporation (the “Company”), hereby issues to the Grantee (the “Grantee”) named in the Notice of Restricted Stock Unit Award (the
“Notice”) an award (the “Award”) of the Total Number of Restricted Stock Units Awarded set forth in the Notice (the “Units”), subject to the Notice, this Restricted Stock Unit Agreement (the “Agreement”) and
the terms and provisions of the Boyd Gaming Corporation 2002 Stock Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference. Unless otherwise defined herein, the terms in this Agreement shall
have the same meaning as those defined in the Plan. 
 2. Transfer Restrictions. The Units may not be transferred in any manner other
than by will or by the laws of descent and distribution. 
 3. Conversion of Units and Issuance of Shares. 
 (a) General. Subject to Section 3(b), one share of fully vested Common Stock shall be issuable for each Unit subject to the Award (the
“Shares”) upon the earlier of: (i) the calendar year in which the Director separates from service (as defined in Section 409A of the Code) with the Company, or (ii) immediately prior to the specified effective date of a
Change in Control or a Corporate Transaction (each as defined in the Plan) which also constitutes a “change in the ownership or effective control, or in the ownership of a substantial portion of the assets” (as defined in Section 409A
of the Code) of the Company. Immediately thereafter, or as soon as administratively feasible, the Company will transfer such Shares to the Grantee. Effective upon the consummation of such a Change in Control or Corporate Transaction, the Award shall
terminate. Any fractional Unit remaining after the Award is settled in Shares shall be discarded and shall not be converted into a fractional Share. 
 (b) Delay of Conversion. The conversion of the Units to Common Stock under Section 3(a), above, shall be delayed in the event the Company reasonably anticipates that the issuance of Common Stock would
constitute a violation of federal securities laws or other Applicable Law. If the conversion of the Units to Common Stock is delayed by the provisions of this Section 3(b), the conversion of the Units to Common Stock shall occur at the earliest
date at which the Company reasonably anticipates issuing the Common Stock will not cause a violation of federal securities laws or other applicable law. For purposes of this Section 3(b), the issuance of Common Stock that would cause inclusion
in gross income or the application of any penalty provision or other provision of the Code is not considered a violation of Applicable Law. 
 4. Right to Shares. The Grantee shall not have any right in, to or with respect to any of the Shares (including any voting rights) issuable under the Award until the Award is settled by the issuance of such Shares to the Grantee. The
Grantee’s rights to dividends paid on the Common Stock shall be determined on a case by case basis. 
  

 1 








 5. Tax Liability. The Grantee is ultimately liable and responsible for all taxes owed by the
Grantee. The Company does not commit and is under no obligation to structure the Award to reduce or eliminate the Grantee’s tax liability. 
 6. Entire Agreement; Governing Law. The Notice, the Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and the Grantee. These agreements are to be
construed in accordance with and governed by the internal laws of the State of Nevada without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of
Nevada to the rights and duties of the parties. Should any provision of the Notice or this Agreement be determined to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. 
 7. Construction. The captions used in the Notice and this Agreement are inserted for convenience and shall not be deemed a part of the Award for
construction or interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context
clearly requires otherwise. 
 8. Administration and Interpretation. Any question or dispute regarding the administration or
interpretation of the Notice, the Plan or this Agreement shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons. 

9. Venue and Waiver of Jury Trial. The parties agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or
this Agreement shall be brought in the United States District Court for the District of Nevada (or should such court lack jurisdiction to hear such action, suit or proceeding, in a Nevada state court in the county in which the Company is located)
and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in
such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 9 shall for any reason be held invalid or unenforceable, it is
the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable. 
 10. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express
mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such
other address as such party may designate in writing from time to time to the other party. 
  

 2 








 11. Amendment to Meet the Requirements of Section 409A. The Grantee acknowledges that the
Company, in the exercise of its sole discretion and without the consent of the Grantee, may amend or modify this Agreement in any manner and delay the issuance of any shares issuable pursuant to this Agreement to the minimum extent necessary to meet
the requirements of Section 409A of the Code as amplified by any Treasury regulations or guidance from the Internal Revenue Service as the Company deems appropriate or advisable. 
 END OF AGREEMENT 
  

 3