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PENN > SEC Filings for PENN > Form 8-K on 19-Jun-2014All Recent SEC Filings

Show all filings for PENN NATIONAL GAMING INC

Form 8-K for PENN NATIONAL GAMING INC


19-Jun-2014

Change in Directors or Principal Officers, Financial Statements and Exhi


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 13, 2014, Penn National Gaming, Inc. (the "Company") entered into executive agreements (collectively, the "Executive Agreements") with certain of the Company's executives, including Timothy J. Wilmott, the Company's President and Chief Executive Officer, and Jay A. Snowden, the Company's Chief Operating Officer.

Each of the Executive Agreements has an initial term of two years, unless earlier terminated. In the event an executive is terminated without cause (as defined in the Executive Agreements), the executive will be entitled to severance payments equal to (i) twenty-four (24) months of his annual base salary as of such date, paid in accordance with the Company's regular payroll procedures, and (ii) 1.5 times the annual cash bonus compensation that would have been paid to such executive based on the actual performance of the Company for the calendar year in which the termination occurred, paid at the time such bonuses are paid to similarly situated executives.

If, within twelve (12) months (twenty-four (24) months in the case of Mr. Wilmott) after a change in control (as defined in the Executive Agreements), an executive is terminated without cause or resigns for good reason (as defined in the Executive Agreements), he will be entitled to receive a cash payment equal to two (2) times the sum of (i) his annual base salary and (ii) the amount of his targeted bonus compensation, each at the rate in effect at the time of the change of control or the termination date, whichever is greater.

Prior to receipt of any severance payments, the executive must execute a general release in favor of the Company and its affiliates. The Executive Agreements also contain customary confidentiality, non-competition and non-solicitation provisions. Each executive has agreed not to disclose or use the Company's confidential information for a period of two (2) years following termination. Each executive has agreed not to compete with the Company for a period of
(i) twelve (12) months if the executive is terminated in a manner in which no severance is paid or (ii) twenty-four (24) months if the executive receives severance upon termination. Each executive has agreed not to solicit or hire an executive or management level employee of the Company for a period of eighteen
(18) months following termination.

The summary of the material terms of the Executive Agreements described above is qualified in its entirety by reference to each of the Executive Agreements, copies of which are attached hereto as Exhibit 10.1 and 10.2 and are incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number                                   Description

10.1         Executive Agreement dated June 13, 2014 by and between Penn National
             Gaming, Inc. and Timothy J. Wilmott

10.2         Executive Agreement dated June 13, 2014 by and between Penn National
             Gaming, Inc. and Jay A. Snowden

* * *


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