8, AND SECTION 10 THROUGH SECTION 23 OF THIS AGREEMENT (TOGETHER WITH
ANY RELATED DEFINITIONS SET FORTH HEREIN) SHALL SURVIVE TO THE EXTENT NECESSARY
TO GIVE EFFECT TO THE PROVISIONS THEREOF.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Agreement as of the date first above written.
PENN NATIONAL GAMING, INC.
By:
/s/ Peter M. Carlino
Name:
Peter M. Carlino
Title:
Chairman and Chief Executive Officer
EXECUTIVE
/s/ Tim Wilmott
Tim Wilmott
13
EXHIBIT A
GENERAL RELEASE OF CLAIMS
This General Release of Claims (this "Release"), dated as of
,
20
, confirms the following understandings and agreements between Penn
National Gaming, Inc. (the "Company") and Tim Wilmott (hereinafter referred to
as "you" or "your").
In consideration of the promises set forth in the that certain Employment
Agreement between you and the Company, dated as of February
, 2008 (the
"Employment Agreement"), as well as any promises set forth in this Release, you
and the Company agree as follows:
1.
OPPORTUNITY FOR REVIEW AND REVOCATION.
YOU HAVE TWENTY-ONE (21)
DAYS TO REVIEW AND CONSIDER THIS RELEASE.
NOTWITHSTANDING ANYTHING CONTAINED
HEREIN TO THE CONTRARY, THIS RELEASE WILL NOT BECOME EFFECTIVE OR ENFORCEABLE
FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DATE OF ITS EXECUTION,
DURING WHICH TIME YOU MAY REVOKE YOUR ACCEPTANCE OF THIS RELEASE BY NOTIFYING
, IN WRITING.
TO BE EFFECTIVE, SUCH
REVOCATION MUST BE RECEIVED BY THE COMPANY NO LATER THAN 5:00 P.M. ON THE
SEVENTH CALENDAR DAY FOLLOWING ITS EXECUTION.
PROVIDED THAT THE RELEASE IS
EXECUTED AND YOU DO NOT REVOKE IT, THE EIGHTH (8TH) DAY FOLLOWING THE DATE ON
WHICH THIS RELEASE IS EXECUTED SHALL BE ITS EFFECTIVE DATE (THE "EFFECTIVE
DATE").
IN THE EVENT OF YOUR REVOCATION OF THIS RELEASE PURSUANT TO THIS
SECTION 1, THIS RELEASE WILL BE NULL AND VOID AND OF NO EFFECT, AND THE COMPANY
WILL HAVE NO OBLIGATIONS HEREUNDER.
2.
RELEASE AND WAIVER OF CLAIMS.
(A)
AS USED IN THIS RELEASE, THE TERM "CLAIMS" WILL INCLUDE ALL
CLAIMS, COVENANTS, WARRANTIES, PROMISES, UNDERTAKINGS, ACTIONS, SUITS, CAUSES OF
ACTION, OBLIGATIONS, DEBTS, ACCOUNTS, ATTORNEYS' FEES, JUDGMENTS, LOSSES AND
LIABILITIES, OF WHATSOEVER KIND OR NATURE, IN LAW, EQUITY OR OTHERWISE.
(B)
FOR AND IN CONSIDERATION OF THE PAYMENTS AND BENEFITS DESCRIBED
IN THE SECTION 3.4(B) OR SECTION 9.1 OF THE EMPLOYMENT AGREEMENT, AND OTHER GOOD
AND VALUABLE CONSIDERATION (THE "CONSIDERATION"), YOU, FOR AND ON BEHALF OF
YOURSELF AND YOUR HEIRS, ADMINISTRATORS, EXECUTORS AND ASSIGNS, EFFECTIVE THE
DATE HEREOF, DO FULLY AND FOREVER RELEASE, REMISE AND DISCHARGE THE COMPANY, ITS
DIRECT AND INDIRECT PARENTS, SUBSIDIARIES AND AFFILIATES, TOGETHER WITH THEIR
RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES AND AGENTS
(COLLECTIVELY, AND WITH THE COMPANY, THE "GROUP") FROM ANY AND ALL CLAIMS
WHATSOEVER UP TO THE DATE HEREOF WHICH YOU HAD, MAY HAVE HAD, OR NOW HAVE
AGAINST THE GROUP, FOR OR BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER,
INCLUDING ANY CLAIM ARISING OUT OF OR ATTRIBUTABLE TO YOUR EMPLOYMENT OR THE
TERMINATION OF YOUR EMPLOYMENT WITH