Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is entered into on this 28th day of
April, 2010 (the "Commencement Date") by and between Penn National Gaming, Inc.,
a Pennsylvania corporation (the "Company"), and Peter M. Carlino, an individual
residing in Pennsylvania ("Executive").
WHEREAS, Executive and Company previously entered into an Employment Agreement
dated December 31, 2008 (the "Prior Agreement"); and
WHEREAS, the parties wish to renew and update the Prior Agreement with the terms
set forth below in this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree
as follows:
1.
EMPLOYMENT.
THE COMPANY HEREBY AGREES
TO EMPLOY EXECUTIVE AND EXECUTIVE HEREBY ACCEPTS SUCH EMPLOYMENT, IN ACCORDANCE
WITH THE TERMS, CONDITIONS AND PROVISIONS HEREINAFTER SET FORTH.
1.1.
DUTIES AND RESPONSIBILITIES.
EXECUTIVE SHALL
SERVE AS CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER OF THE COMPANY.
EXECUTIVE SHALL PERFORM ALL DUTIES AND ACCEPT ALL RESPONSIBILITIES INCIDENT TO
SUCH POSITION AS MAY BE REASONABLY ASSIGNED TO HIM BY THE BOARD OF DIRECTORS OF
THE COMPANY (THE "BOARD").
EXECUTIVE'S PRINCIPAL PLACE OF EMPLOYMENT SHALL BE
IN WYOMISSING, PENNSYLVANIA.
1.2.
TERM.
THE TERM OF THIS AGREEMENT SHALL BEGIN
ON THE DATE HEREOF AND SHALL TERMINATE AT THE CLOSE OF BUSINESS ON THE FIFTH
ANNIVERSARY OF THE COMMENCEMENT DATE (THE "INITIAL TERM"), UNLESS EARLIER
TERMINATED IN ACCORDANCE WITH SECTION 3 HEREOF.
THE TERM OF THIS AGREEMENT MAY
BE RENEWED FOR ADDITIONAL PERIODS (EACH, A "RENEWAL TERM" AND, TOGETHER WITH THE
INITIAL TERM, THE "EMPLOYMENT TERM") ONLY UPON THE EXECUTION OF A WRITTEN
RENEWAL BY THE PARTIES HERETO.
NOTWITHSTANDING THE FOREGOING TO THE CONTRARY,
SECTIONS 5 THROUGH 21 SHALL SURVIVE ANY TERMINATION OF THE EMPLOYMENT TERM UNTIL
THE EXPIRATION OF ANY APPLICABLE TIME PERIODS SET FORTH IN SECTIONS 5, 6 AND 7.
IN ADDITION, THAT PORTION OF SECTION 3.4(B) RELATING TO THE PAYMENT OF SEVERANCE
UPON NON-RENEWAL OF THIS AGREEMENT WILL BE DEEMED TO SURVIVE THE EMPLOYMENT TERM
TO THE EXTENT NECESSARY TO ACCOMPLISH ITS INTENDED PURPOSE.
1.3.
EXTENT OF SERVICE.
EXECUTIVE AGREES TO USE
EXECUTIVE'S BEST EFFORTS TO CARRY OUT EXECUTIVE'S DUTIES AND RESPONSIBILITIES
AND, CONSISTENT WITH THE OTHER PROVISIONS OF THIS AGREEMENT, TO DEVOTE
SUBSTANTIALLY ALL OF EXECUTIVE'S BUSINESS TIME, ATTENTION AND ENERGY THERETO.
THE FOREGOING SHALL NOT BE CONSTRUED AS PREVENTING EXECUTIVE FROM SERVING ON THE
BOARD OF PHILANTHROPIC ORGANIZATIONS, OR PROVIDING OVERSIGHT WITH RESPECT TO HIS
PERSONAL INVESTMENTS (INCLUDING CARLINO DEVELOPMENT GROUP AND ITS AFFILIATES)
AND THE CARLINO FAMILY TRUST AND ITS AFFILIATES, SO LONG AS SUCH SERVICE DOES
NOT MATERIALLY INTERFERE WITH EXECUTIVE'S DUTIES HEREUNDER.
2.
COMPENSATION.
FOR ALL SERVICES
RENDERED BY EXECUTIVE TO THE COMPANY, THE COMPANY SHALL COMPENSATE EXECUTIVE AS
SET FORTH BELOW.
2.1.
BASE SALARY.
THE COMPANY SHALL PAY EXECUTIVE
A BASE SALARY ("BASE SALARY"), COMMENCING ON THE COMMENCEMENT DATE, AT THE
ANNUAL RATE OF AT LEAST ONE MILLION SIX HUNDRED FIFTY FIVE THOUSAND AND FOUR
DOLLARS ($1,655,004), PAYABLE IN INSTALLMENTS AT SUCH TIMES AS THE COMPANY
CUSTOMARILY PAYS ITS OTHER SENIOR EXECUTIVES ("PEER EXECUTIVES").
EXECUTIVE'S
PERFORMANCE AND BASE SALARY SHALL