PENN NATIONAL GAMING INC (Form: S-8, Received: 06/15/2022 17:02:42)

As filed with the Securities and Exchange Commission on June 15, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PENN NATIONAL GAMING, INC.

(Exact name of registrant as specified in its charter)


Pennsylvania						23-2234473
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

825 Berkshire Blvd., Suite 200

Wyomissing, Pennsylvania 19610

(Address of Principal Executive Offices) (Zip Code)

Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan

(Full title of the plan)

Harper Ko

Executive Vice President, Chief Legal Officer and Secretary

Penn National Gaming, Inc.

825 Berkshire Blvd., Suite 200

Wyomissing, Pennsylvania 19610

(Name and address of agent for service)

(610) 378-2400

(Telephone number, including area code, of agent for service)

__________________________

Copy to:

David M. Lynn

Morrison & Foerster LLP

2100 L Street NW, Suite 900

Washington, D.C. 20037

(202) 778-1603

__________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Penn National Gaming, Inc. (the “Registrant” or “Company”) is filing this registration statement to register the issuance of 6,870,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), reserved under the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan (the “2022 Plan”). The 2022 Plan was described in the Company’s definitive proxy statement, filed with the United States Securities and Exchange Commission (the “Commission”) on April 26, 2022, and was approved by the Company’s shareholders on June 7, 2022.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of this Registration Statement on Form S-8 (the “Registration Statement”) is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of the Registration Statement on Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the 2022 Plan covered by this Registration Statement as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which are on file with the Commission, are incorporated herein by reference:

1.The Company’s Annual Report on Form 10-K for the Company’s fiscal year ended December 31, 2021;

2.The Company’s Quarterly Report on Form 10-Q for the Company’s quarter ended March 31, 2022;

3.The Company’s Current Reports on Form 8-K filed on February 3, 2022 (but only with regard to Item 8.01) and June 10, 2022; and

4.The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A filed on May 26, 1994, including any amendment or report filed for the purpose of updating that description.

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information, unless otherwise indicated therein) after the date of this Registration Statement, but prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

Under Sections 1741 and 1742 of the Pennsylvania Business Corporation Law (the “PBCL”), a business corporation has the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding, if such person acted

in good faith in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of a threatened, pending or completed action or proceeding by or in the right of the corporation, such indemnification only covers expenses (including attorneys’ fees) actually and reasonably incurred in defense and settlement of such action and excludes judgments and amounts paid in settlement with respect to such action or proceeding, and no indemnification can be made for expenses if such person has been adjudged to be liable to the corporation unless, and only to the extent that, a court determines upon application that, despite the adjudication of liability but in view of all the circumstances, such person is fairly and reasonably entitled to indemnity for the expenses that the court deems proper.

In addition, Section 1744 of the PBCL provides that, unless ordered by a court, any indemnification referred to above shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the indemnitee has met the applicable standard of conduct. Such determination shall be made:

(1)by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding;

(2)if such a quorum is not obtainable, or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or

(3)by the shareholders.

Notwithstanding the above, Section 1743 of the PBCL provides that, to the extent that a director or officer of a business corporation has been successful on the merits or otherwise in defense of a proceeding referred to above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

Further, Section 1745 of the PBCL provides that expenses (including attorneys’ fees) incurred by an officer or director of a business corporation in defending any such proceeding may be paid by the corporation in advance of the final disposition of the proceeding upon receipt of an undertaking to repay the amount advanced if it is ultimately determined that the indemnitee is not entitled to be indemnified by the corporation.

Also, Section 1746 of the PBCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, the foregoing provisions is not exclusive of any other rights to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, and that indemnification may be granted under any bylaw, agreement, vote of shareholders or directors or otherwise for any action taken or any failure to take any action whether or not the corporation would have the power to indemnify the person under any other provision of law and whether or not the indemnified liability arises or arose from any action by or in the right of the corporation; provided, however, that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 8.01 of the Company’s bylaws provide for indemnification, to the fullest extent permitted by Pennsylvania law, for directors, officers and certain employees against all liability, loss and expense (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such person by reason of the fact that such person is or was a director or officer of Penn National, or is or was serving at the request of Company as a director, officer, employee, agent, fiduciary or trustee of another corporation or of a partnership, joint venture, trust, employee benefit plan or other enterprise or entity. The Company’s bylaws also require the advancement of expenses.

Section 1747 of the PBCL permits a Pennsylvania business corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation or other enterprise, against any liability asserted against such person and incurred by such individual in any such capacity, or arising out of his or her status as such, whether or not the corporation or other enterprise would have the power to indemnify the person against such liability under the provisions described above.

Section 8.07 of the Company’s bylaws provides that, among other things, it may purchase and maintain insurance to secure its indemnification provisions. The Company maintains directors’ and officers’ liability insurance covering its directors and officers with respect to liabilities, including liabilities under the Securities Act, which they may incur in connection with their serving as such. Under this insurance, the Company may receive reimbursement for amounts as to which the directors and officers are indemnified by the Company under the bylaw indemnification provisions described above. Such insurance also provides certain additional coverage for the directors and officers against certain liabilities even though such liabilities may not be covered by the bylaw indemnification provisions described above.

As permitted by Section 1713(a) of the PBCL, Section 4.14 of the Company’s bylaws provide that no director shall be personally liable, as such, for monetary damages for any action taken, or failure to take any action, unless (i) the director has breached or failed to perform the duties of his or her office under the articles, bylaws or the PBCL; and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Section 1713(b) of the PBCL states that this exculpation from liability does not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for the payment of taxes pursuant to federal, state or local law. It is uncertain whether this provision will control with respect to liabilities imposed upon directors by federal law, including federal securities laws. Section 1715(d) of the PBCL creates a presumption, subject to exceptions, that a director acted in the best interests of the corporation. Section 1712 of the PBCL, in defining the standard of care a director owes to a corporation, provides that a director stands in a fiduciary relation to the corporation and must perform his or her duties as a director or as a member of any committee of the board of directors in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.

The foregoing summaries are subject to the complete text of the PBCL and the Company’s articles of incorporation and bylaws and are qualified in their entirety by reference thereto.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.


Exhibit Number						Description

4.1						Second Amended and Restated Articles of Incorporation of Penn National Gaming, Inc., filed with the Pennsylvania Department of State on October 15, 1996, as amended by the Articles of Amendments to the Amended and Restated Articles of Incorporation filed with the Pennsylvania Department of State on November 13, 1996, July 23, 2001 and December 28, 2007 and the Statement with Respect to Shares of Series C Convertible Preferred Stock of Penn National Gaming, Inc. dated as of January 17, 2013, and the Statement with Respect to Shares of Series D Convertible Preferred Stock of Penn National Gaming, Inc. dated as of February 19, 2020, and as further amended and restated by the Second Amended and Restated Articles of Incorporation of Penn National Gaming, Inc. filed with the Pennsylvania Department of State on June 17, 2021 is hereby incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 21, 2021. (SEC File No. 000-24206).
4.2						Fourth Amended and Restated Bylaws of Penn National Gaming, Inc., as amended on May 28, 2019, is hereby incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 31, 2019. (SEC File No. 000-24206).
5.1*						Opinion of Ballard Spahr LLP.
10.1						Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 10, 2022. (SEC File No. 000-24206).
10.2*						Form of Restricted Stock Unit Award Agreement (Stock-Settled) for the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan.
10.3*						Form of Restricted Stock Unit Award Agreement (Cash-Settled) for the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan.
10.4*						Form of Performance Unit Award Agreement for the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan.
10.5*						Form of Restricted Stock Award Agreement for the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan.
10.6*						Form of Non-Qualified Stock Option Award Agreement for the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan.
10.7*						Form of Stock Appreciation Right Award Agreement for the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan.
23.1*						Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2*						Consent of Ballard Spahr (included in Exhibit 5.1).
24.1						Powers of Attorney (included on signature page hereto).
107*						Filing Fee Table.

* Filed herewith.

Item 9. Undertakings.

(a)The undersigned Registrant hereby undertakes:

(i)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(1)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(2)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(3)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (a)(i)(1) and (a)(i)(2) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(ii)For the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(iii)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania, on June 15, 2022.


						PENN NATIONAL GAMING, INC.

						By:			/s/ Harper Ko
						Name:			Harper Ko
						Title:			Executive Vice President, Chief Legal Officer and Secretary

POWER OF ATTORNEY

BE IT KNOWN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Jay A. Snowden and Harper Ko and each of them, his or her true and lawful attorney(s)-in-fact and agent(s), with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 15, 2022.


Signature						Title

/s/ Jay A. Snowden						President, Chief Executive Officer and Director (Principal Executive Officer)
Jay A. Snowden

/s/ Felicia R. Hendrix						Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Felicia R. Hendrix

/s/ Christine LaBombard						Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
Christine LaBombard

/s/ David A. Handler						Director, Chairman of the Board
David A. Handler

/s/ Vimla Black-Gupta						Director
Vimla Black-Gupta

/s/ John M. Jacquemin						Director
John M. Jacquemin

/s/ Marla Kaplowitz						Director
Marla Kaplowitz

/s/ Ronald J. Naples						Director
Ronald J. Naples

/s/ Saul V. Reibstein						Director
Saul V. Reibstein

/s/ Jane Scaccetti						Director
Jane Scaccetti

/s/ Barbara Shattuck Kohn						Director
Barbara Shattuck Kohn

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

PENN NATIONAL GAMING, INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

Title of each Class of
Securities
to be Registered

Amount
to be
Registered (1)

Proposed
Maximum
Offering Price
Per Share

Fee Calculation

Rule

Proposed
Maximum
Aggregate
Offering Price

Fee Rate

Amount of
Registration Fee

Common stock, $0.01 par value per share:

— Penn National Gaming, Inc. 2022 Long Term Incentive Plan

6,870,000 (2)

$29.71 (3)

Rule 457(h)

$204,107,700.00

$92.70 per $1,000,000

$18,920.78

(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock.

(2)Represents shares of common stock reserved for issuance under the Penn National Gaming, Inc. 2022 Long Term Incentive Plan.

(3)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low sale prices for the Common Stock on Nasdaq on June 13, 2022.

Exhibit 5.1

June 15, 2022

Board of Directors

Penn National Gaming, Inc.

825 Berkshire Blvd.

Suite 200

Wyomissing, PA 19610

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as counsel to Penn National Gaming, Inc., a Pennsylvania corporation (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) relating to the proposed issuance of up to 6,870,000 shares of common stock, par value $0.01 per share of the Company (the “Shares”) pursuant to the Penn National 2022 Long Term Incentive Compensation Plan (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S K in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

The opinion expressed below is based on the assumption that the Registration Statement has been filed by the Company with the Securities and Exchange Commission and will have become effective before any of the Shares are issued, and that persons acquiring the Shares will do so strictly in accordance with the terms of the Plan and will receive a prospectus containing all the information required by Part I of the Registration Statement before acquiring such Shares. The opinion is also based on the assumption that the Shares will continue to be duly and validly authorized on the dates that the Shares are issued to participants pursuant to the terms of the Plan and, upon the issuance of any of the Shares, the total number of shares of common stock of the Company issued and outstanding, after giving effect to such issuance of such Shares, will not exceed the total number of shares of common stock that the Company is then authorized to issue under its Articles of Incorporation, as amended.

This opinion letter is based as to matters of law solely on the Pennsylvania Business Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares, when issued pursuant to the Plan in accordance with the terms and conditions thereof (including, where applicable, the payment of any exercise price, the satisfaction of any vesting or forfeiture restrictions and the achievement of applicable performance goals), will be validly issued, fully paid, and nonassessable.

DMFIRM #403579709 v1

Board of Directors, Penn National Gaming, Inc.

June 15, 2022

Page 2

This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required by Section 7 of the Act.

Very truly yours,

/s/ Ballard Spahr LLP

DMFIRM #403579709 v1

Exhibit 10.2

PENN NATIONAL GAMING, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Stock-Settled)

Penn National Gaming, Inc. (the “Company”) has granted to you an Award of Restricted Stock Units (“Award”) pursuant to the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan, as follows:


Grantee:			_____________________________
Date of Grant:			_______________________, 20___
Total Number of Restricted Stock Units:			_____________________________
Vesting Schedule			_____________________________ The Award is subject to vesting and forfeiture conditions as determined by the Compensation Committee or its delegate from time to time as set forth herein.

This Award is subject to the terms and conditions of the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan, as amended from time to time (the “Plan”), which is available upon request, and any rules, and regulations established by the Compensation Committee of the Board of Directors of the Company (the “Committee”) or its delegate. Words used herein with initial capitalized letters that are not defined in this Award are defined in the Plan.

The terms provided herein are applicable to this Award. Different terms may apply to any prior or future awards under the Plan (or a predecessor plan). To the extent that there is a conflict between the terms of this Award and the Plan, the terms of the Plan shall govern.

I.ACCEPTANCE OF AWARD

This Award constitutes an agreement between you and the Company. You have reviewed all of the provisions of the Plan and this Award. By electronically accepting this Award according to the instructions provided by the Company’s designated broker, you agree that this electronic contract contains your electronic signature, which you have executed with the intent to sign this Award, and that this Award is granted under and governed by the terms and conditions of the Plan, this Award, and the applicable provisions (if any) contained in a written employment agreement between the Company or a Subsidiary and you. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee or its delegate on questions relating to the Plan, this Award, and, solely in so far as they relate to this Award, the applicable provisions (if any) contained in a written employment agreement between the Company or a Subsidiary and you.

II.GRANT OF STOCK-SETTLED RESTRICTED STOCK UNITS

Effective as of the Date of Grant, the Company has granted to you an Award of Restricted Stock Units. Each vested Restricted Stock Unit represents the right to receive one share of the Company’s Common Stock subject to the Vesting Schedule set forth above and the vesting and forfeiture conditions described below.

III.VESTING AND FORFEITURE

This Award is subject to forfeiture according to the Vesting Schedule set forth above and this Section III. If your employment or service as an Employee, Consultant, or Director of the Company or a Subsidiary, as applicable, terminates for any reason (except as otherwise provided for in the Plan or below), then all of the Restricted Stock Units that have not vested at such time shall be forfeited. You will receive no payment or shares of Common Stock for Restricted Stock Units that are forfeited. The Restricted Stock Units will also vests in their entirety as of the occurrence of any of the following events.

A.Death or Disability

If your employment or service as an Employee, Consultant or Director of the Company or a Subsidiary, as applicable, terminates due to your death or Disability before the Restricted Stock Units have become fully vested in accordance with the Vesting Schedule, the forfeiture restrictions on this Award shall lapse and all unvested Restricted Stock Units shall vest.

For purposes of this Award, “Disability” means a physical or mental impairment sufficient to make the Grantee who is an Employee eligible for benefits under the Company’s or Subsidiary’s long-term disability plan in which the Grantee is a participant. A Grantee who is a Director or Consultant shall be treated as having a Disability if a physical or mental impairment would have made the Director or Consultant eligible for benefits under the Company’s or Subsidiary’s long-term disability plan had the Director or Consultant been an Employee.

B.Change of Control

If your employment or service as an Employee, Consultant or Director of the Company or a Subsidiary, as applicable, is terminated by the Company without Cause or by you for Good Reason within two (2) years following a Change of Control (or on the date of the Change of Control), the forfeiture restrictions on this Award shall lapse, all unvested Restricted Stock Units shall vest, and the provisions of Article XIII of the Plan shall apply.

IV.LEAVES OF ABSENCE

For purposes of this Award, your employment or service as an Employee, Consultant, or Director, as applicable, does not terminate when you go on a leave of absence recognized under the Plan. Your employment or service will terminate when the leave of absence ends, however, unless you immediately return to active employment or service in the applicable capacity.

V.PAYMENT FOR SHARES

There is no exercise price or other payment required from you in exchange for this Award.

VI.CONVERSION OF RESTRICTED STOCK UNITS AND ISSUANCE OF SHARES

This Award shall be settled by the Company by the issuance of shares of Common Stock underlying the Award as soon reasonably practicable following vesting, but no later than sixty (60) days following the date on which the vesting condition is met, subject to the determination of the Committee or its delegate that any applicable vesting conditions have been met. Subject to satisfaction of the applicable tax withholding requirements as set forth in Section X of this Award, the Company shall transfer to you one share of Common Stock for each Restricted Stock Unit that vests. The lapse of such forfeiture restrictions means that the Common Stock underlying the Award shall be fully transferable by you, subject to compliance with Section VIII of this Award.

VII.SHAREHOLDER RIGHTS

You are not and do not have the rights of a shareholder of the Company with respect to any shares of Common Stock underlying this Award unless and until shares of Common Stock underlying the Award have been issued and delivered to you. After the lapse of any applicable forfeiture restrictions, the shares of Common Stock underlying the Award will be released to you in the form of a stock certificate or uncertificated shares.

VIII.RESTRICTIONS ON RESALE

You may not sell any shares of Common Stock free from the forfeiture restrictions of this Award at a time when applicable laws or Company policies would prohibit a sale. This restriction will apply as long as you are an Employee, Consultant or Director, as applicable.

IX.TRANSFER OF RESTRICTED STOCK UNITS

The Restricted Stock Units subject to this Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or otherwise encumbered except in accordance with Section 12.8 of the Plan. Any attempt at such disposition shall be void.

X.WITHHOLDING TAXES

No shares of Common Stock will vest or be released or issued to you unless you have made arrangements, acceptable to the Company, to pay any withholding taxes that may be due. Unless determined otherwise by the Committee, applicable tax withholding obligations not satisfied by you in cash shall be satisfied by having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of the Award a number of such shares with a Fair Market Value equal to such withholding obligation, but in no event exceeding the maximum statutory tax rates of your applicable jurisdiction (or such other rate as would not trigger a negative accounting impact). The Fair Market Value of the shares of Common Stock retained by the Company or surrendered by you shall be determined in accordance with the Plan as of the date the tax obligation arises.

XI.ADJUSTMENTS

As described more fully in Section 11.2 of the Plan, in the event of a stock split, a stock dividend and certain other events or transactions affecting the Common Stock, the number of Restricted Stock Units underlying this Award may be adjusted.

XII.ELECTRONIC DELIVERY AND DISCLOSURE

The Company may deliver or disclose, as applicable, any documents related to this Award, future awards that may be granted under the Plan, the prospectus related to the Plan, the Company’s annual reports or proxy statements by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents delivered electronically or to retrieve such documents furnished electronically, as applicable, and agree to participate in the Plan through any online or electronic system established and maintained by the Company or another third party designated by the Company.

XIII.NO RIGHT TO CONTINUED SERVICE

the event of a conflict between the terms of this Award and an employment agreement, if any, the terms of the employment agreement control.

XIV.APPLICABLE LAW

This Award will be interpreted and enforced under the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

XV.CODE SECTION 409A COMPLIANCE

To the extent the Committee determines that this Award is subject to Section 409A of the Code and fails to comply with the requirements of such Section, the Committee reserves the right to amend, terminate or replace this Award in order to cause the Award to either not be subject to Section 409A of the Code or comply with the applicable provisions.

XVI.ENTIRE AGREEMENT/AMENDMENT

The text of the Plan is incorporated in this Award by reference.

This Award and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award may be amended in a way that is adverse to you or your beneficiaries only by another written agreement, signed by both parties, otherwise, the rights of the Board or Grantor as set forth in the Plan control as to any modification, alteration or amendment of this Award.


			PENN NATIONAL GAMING, INC.

Exhibit 10.3

PENN NATIONAL GAMING, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Cash-Settled)


Grantee:			_____________________________
Date of Grant:			_______________________, 20___
Total Number of Restricted Stock Units:			_____________________________
Vesting Schedule			_____________________________ The Award is subject to vesting and forfeiture conditions as determined by the Compensation Committee or its delegate from time to time as set forth herein.

I.ACCEPTANCE OF AWARD

II.GRANT OF CASH-SETTLED RESTRICTED STOCK UNITS

Effective as of the Date of Grant identified above, the Company has granted to you an Award of Restricted Stock Units. Each vested Restricted Stock Unit represents the right to a cash payment equal to the Fair Market Value of one share of the Company's Common Stock subject to the Vesting Schedule set forth above and the vesting and forfeiture conditions described below. You have no right to receive shares of Common Stock of the Company under this Award.

III.VESTING AND FORFEITURE

This Award is subject to forfeiture according to the Vesting Schedule set forth above and this Section III. If your service as an Employee, Consultant, or Director of the Company or a Subsidiary, as applicable, terminates for any reason (except as otherwise provided for in the Plan or below), then all of the Restricted Stock Units (and any right to receive cash payments thereunder) that have not vested at such time shall be forfeited. You will receive no payment or shares of Common Stock for Restricted Stock Units that are forfeited. The Restricted Stock Units will also vest in their entirety as of the occurrence of any of the following events.

A.Death or Disability

B.Change of Control

If your employment or service as an Employee, Consultant or Director of the Company or a Subsidiary, as applicable, is terminated by the Company without Cause or by you for Good Reason within two (2) years following a Change of Control (or on the date of the Change of Control), the forfeiture restrictions on this Award shall lapse, all unvested Restricted Stock Units shall vest, and the provisions of Article XIII of the Plan shall apply.

IV.LEAVES OF ABSENCE

V.PAYMENT

The Company will deliver to you a cash payment for each vested and outstanding Restricted Stock Unit as soon as reasonably practicable following vesting, but no later than sixty (60) days following the date on which the vesting condition is met, subject to satisfaction of the applicable tax withholding requirements as set forth in Section VIII of this Award.

VI.NATURE OF CASH-SETTLED RESTRICTED STOCK UNITS; SHAREHOLDER RIGHTS

You are not and do not have the rights of a shareholder of the Company due to this Award. Cash-settled Restricted Stock Units are used solely as a device to measure and determine the cash amount that will be paid to you following the date on which the Restricted Stock Units vest. Restricted Stock Units are

not treated as property or as a trust fund of any kind. Nothing in this Award, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. All amounts attributable to the Restricted Stock Units shall be and remain the sole property of the Company, and your rights under this Award and the Plan are limited to the right to receive cash following the date the Restricted Stock Units vest. You have no right to receive shares of Common Stock under this Award.

VII.TRANSFER OF RESTRICTED STOCK UNITS

The Restricted Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or otherwise encumbered except in accordance with Section 12.8 of the Plan. Any attempt at such disposition shall be void.

VIII.WITHHOLDING TAXES

Upon the issuance of any cash payment in accordance with the foregoing, the Company shall withhold all applicable tax-related items legally payable by you from such cash payment.

IX.ADJUSTMENTS

X.ELECTRONIC DELIVERY AND DISCLOSURE

XI.NO RIGHT TO CONTINUED SERVICE

This Award does not give you the right to continue in employment or service with the Company or Subsidiary in any capacity. The Company or Subsidiary reserves the right to terminate your employment or services at any time, with or without cause, subject to any employment agreement or other contract. In the event of a conflict between the terms of this Award and an employment agreement, if any, the terms of the employment agreement control.

XII.APPLICABLE LAW

This Award will be interpreted and enforced under the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

XIII.CODE SECTION 409A COMPLIANCE

XIV.ENTIRE AGREEMENT/AMENDMENT

The text of the Plan is incorporated in this Award by reference.


			PENN NATIONAL GAMING, INC.

Exhibit 10.4

PENN NATIONAL GAMING, INC.

PERFORMANCE UNIT AWARD AGREEMENT

(Stock-Settled)

Penn National Gaming, Inc. (the “Company”) has granted to you an Award of Performance Units (“Award”) pursuant to the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan, as follows:


Grantee:			_____________________________
Date of Grant:			_______________________, 20___
Award Target/Total Number of Performance Units:			_____________________________
Award Period			20___ through 20___
Vesting Schedule			_____________________________ The Award is subject to performance conditions as determined by the Compensation Committee or its delegate from time to time as set forth herein.

This Award is subject to the terms and conditions of the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan, as amended from time to time (the “Plan”), which is available upon request, and any rules, and regulations established by the Compensation Committee of the Board of Directors of the Company (the “Committee”). Words used herein with initial capitalized letters that are not defined in this Award are defined in the Plan.

I.ACCEPTANCE OF AWARD

This Award constitutes an agreement between you and the Company. You have reviewed all of the provisions of the Plan and this Award. By electronically accepting this Award according to the instructions provided by the Company’s designated broker, you agree that this electronic contract contains your electronic signature, which you have executed with the intent to sign this Award, and that this Award is granted under and governed by the terms and conditions of the Plan, this Award, and the applicable provisions (if any) contained in a written employment agreement between the Company or a Subsidiary and you. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee on questions relating to the Plan, this Award, and, solely in so far as they relate to this Award, the applicable provisions (if any) contained in a written employment agreement between the Company or a Subsidiary and you.

II.PERFORMANCE TERMS

A.Award Period, Performance Periods, Restricted Period

The Award Period with respect to this Award begins on January 1 of the year containing the Date of Grant, and consists of three separate Performance Periods (the calendar year containing the Date of

Grant and the two immediately following calendar years). The Award Period concludes on the date following the end of the final Performance Period on which the Committee makes its determination with respect to the final vesting of the Award (or, if earlier, on the date on which the Committee makes a determination following a Change in Control in accordance with the Plan). The Performance Units granted under this Award are evenly divided among the three Performance Periods.

B.Determination of Performance Units Earned

Following the end of each Performance Period, the Committee will determine whether, and to what extent, the Performance Goals are achieved for that Performance Period. The Performance Goals for each Performance Period are measured separately according the terms of the Plan, and the number of Performance Units earned will be determined for each Performance Period regardless of the Performance Level achieved in any other Performance Period.

C.Performance Goals

The Performance Goals will be communicated to you by the Company in a subsequent notice.

III.GRANT OF STOCK-SETTLED PERFORMANCE UNITS

Effective as of the Date of Grant identified above, the Company has granted to you an Award of Performance Units. Each Performance Unit represents the right to receive one share of the Company’s Common Stock upon the achievement of the Performance Goals, and subject to the vesting and forfeiture conditions described below.

IV.VESTING AND FORFEITURE

This Award, and any shares of Restricted Stock issued pursuant to this Award, are subject to forfeiture until the expiration of the Award Period, as set forth above. If your service as an Employee, Consultant, or Director of the Company or a Subsidiary, as applicable, terminates for any reason (except as otherwise provided for in the Plan or below), then all of the Performance Units (and any shares of Restricted Stock issued in connection with a prior conversion of Performance Units) that remain subject to forfeiture restrictions at such time shall be forfeited (even if they have been earned for a prior Performance Period based on the achievement of Performance Goals). You will receive no payment or shares of Common Stock for Performance Units or shares of Restricted Stock that are forfeited.

All unearned Performance Units subject to this Award shall be forfeited. Except as set forth below, there are no additional events or occurrences that shall lead to lapse of any forfeiture restrictions on this Award.

A.Death or Disability

If your employment or service as an Employee, Consultant or Director of the Company or a Subsidiary, as applicable, terminates before the end of the Award Period due to your death or Disability, the forfeiture restrictions on this Award shall lapse. In such a case, with respect to any Performance Period(s) that have been completed as of the date of your death or termination due to Disability, you (or your estate in the event of your death) shall vest in any shares of Restricted Stock issued in respect of earned Performance Units for completed Performance Periods (or, to the extent Performance Units were earned for a completed Performance Period, but the shares of Restricted Stock had not yet been issued, you shall receive shares of Common Stock based on the earned Performance Units, free of restrictions, as soon as practicable (and, in all events, within sixty (60) days) after the last day of the completed Performance Period). In addition, you will remain eligible to earn a pro-rata portion of the Performance

Units applicable to the Performance Period in which your death or termination due to Disability occurs, but which has not been completed. The Performance Units for which a Performance Period has not yet been completed shall continue in full force and effect until the end of the applicable Performance Period and until the Committee makes the determination with respect to the achievement of the Performance Goal(s), at which point the pro-rata calculation shall be made at the same time as for other Grantees, and the shares of Common Stock issued promptly (and, in all events, within sixty (60) days) thereafter. All remaining Performance Units that were not earned and credited to your account and with respect to which the forfeiture restrictions have not lapsed shall be forfeited on the date of the Committee's determination.

B.Change of Control

If your employment or service as an Employee, Consultant or Director of the Company or a Subsidiary, as applicable, is terminated by the Company without Cause or by you for Good Reason in the two (2) years following a Change of Control and before the end of the Award Period, the provisions of Article XIII of the Plan shall apply, and (i) with respect to any Performance Period(s) that have been completed as of the date of termination, you shall vest in any shares of Restricted Stock issued in respect of earned Performance Units for completed Performance Periods (or, to the extent Performance Units were earned for a completed Performance Period, but the shares of Restricted Stock had not yet been issued, you shall receive shares of Common Stock based on the earned Performance Units, free of restrictions, as soon as practicable (and, in all events, within sixty (60) days) after the last day of the completed Performance Period) and (ii) with respect to any Performance Periods that have not yet been completed, you shall be entitled to receive one share of Common Stock for each Performance Unit that could have been earned in the Performance Period, with such shares issued as soon as practicable (and, in all events, within sixty (60) days) after the date of termination.

V.LEAVES OF ABSENCE

For purposes of this Award, your employment or service as an Employee, Consultant, or Director, as applicable, 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 service in the applicable capacity.

VI.PAYMENT FOR SHARES

There is no exercise price or other payment required from you in exchange for this Award.

VII.CONVERSION OF PERFORMANCE UNITS AND ISSUANCE OF SHARES

This Award shall be settled by the Company by the issuance of shares of Common Stock underlying the Award as soon as reasonably practicable following the Committee’s determination, for each Performance Period, of the Performance Level of achievement for the Performance Goals. Such shares of Common Stock once issued, shall constitute Restricted Stock under the Plan, and shall be unvested and subject to forfeiture restrictions until the end of the Award Period, as described above.

To the extent that the forfeiture restrictions on the shares of Restricted Stock lapse at (or prior to) the end of the Award Period, such shares shall, thereafter, be fully transferable by you, subject to compliance with Section IX of this Award and the terms of the Plan.

VIII.SHAREHOLDER RIGHTS

You are not and do not have the rights of a shareholder of the Company with respect to any shares of Common Stock underlying this Award unless and until shares of Common Stock underlying the Award have been issued and delivered to you. You may vote shares of Restricted Stock issued to you pursuant to the Award. If Restricted Stock issued pursuant to the Award vests, you will receive any dividends paid with respect to the Restricted Stock during the Restricted Period. For clarity, you will not receive any dividends on shares of Restricted Stock that do not vest and any dividends relating to shares of Restricted Stock that vest will be retained by the Company and will only be paid if and when the Restricted Stock vests. Shares of Restricted Stock issued pursuant to the Award will be released to you in the form of a stock certificate or uncertificated shares.

IX.RESTRICTIONS ON RESALE

X.TRANSFER OF PERFORMANCE UNITS AND RESTRICTED STOCK

The Performance Units subject to this Award, and, prior to vesting, any shares of Restricted Stock issued in connection with this Award, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or otherwise encumbered except in accordance with Section 12.8 of the Plan. Any attempt at such disposition shall be void.

XI.WITHHOLDING TAXES

No shares of Common Stock will vest or be released or issued to you unless you have made arrangements, acceptable to the Company, to pay any withholding taxes that may be due. Unless determined otherwise by the Committee, applicable tax withholding obligations not satisfied by you in cash shall be satisfied by having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of the Award a number of such shares with a Fair Market Value equal to such withholding obligation (or, with respect to shares of Restricted Stock issued pursuant to the Award that vest, by returning to the Company from the shares of Common Stock that would otherwise vest a number of such shares with a Fair Market Value equal to such withholding obligation); provided, that in no event shall the number of shares so withhold or returned have a Fair Market Value that exceeds the maximum statutory tax rates of your applicable jurisdiction (or such other rate as would not trigger a negative accounting impact). The Fair Market Value of the shares of Common Stock retained by the Company or surrendered by you shall be determined in accordance with the Plan as of the date the tax obligation arises.

XII.ADJUSTMENTS

As described more fully in Section 11.2 of the Plan, in the event of a stock split, a stock dividend and certain other events or transactions affecting the Common Stock, the number of Performance Units underlying this Award and the number of shares of Restricted Stock issued pursuant to this Award, if any, may be adjusted.

XIII.ELECTRONIC DELIVERY AND DISCLOSURE

XIV.NO RIGHT TO CONTINUED SERVICE

This Award does not give you the right to continue in employment or service with the Company or Subsidiary in any capacity. The Company or Subsidiary reserves the right to terminate your employment or service at any time, with or without cause, subject to any employment agreement or other contract. In the event of a conflict between the terms of this Award and an employment agreement, if any, the terms of the employment agreement control.

XV.APPLICABLE LAW

This Award will be interpreted and enforced under the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

XVI.CODE SECTION 409A COMPLIANCE

XVII.ENTIRE AGREEMENT/AMENDMENT

The text of the Plan is incorporated in this Award by reference.


			PENN NATIONAL GAMING, INC.

Exhibit 10.5

PENN NATIONAL GAMING, INC.

RESTRICTED STOCK AWARD AGREEMENT

Penn National Gaming, Inc. (the “Company”) has granted to you an Award of Restricted Stock (“Award”) pursuant to the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan, as follows:


Grantee:			_____________________________
Date of Grant:			_______________________, 20___
Total Shares of Restricted Stock:			_____________________________
Vesting Schedule - Vesting Dates and Number of Shares of Restricted Stock Vesting:			_____________________________ The Award is subject to a Restricted Period wherein vesting and forfeiture conditions apply to the Award as determined by the Compensation Committee or its delegate from time to time as set forth herein.
Expiration Date:			_____________________________

I.ACCEPTANCE OF AWARD

II.GRANT OF RESTRICTED STOCK

Effective as of the Date of Grant, the Company has granted to you an Award of Restricted Stock. Each share of Restricted Stock is one share of the Company’s Common Stock subject to the Restricted Period and Vesting Schedule set forth above and the vesting and forfeiture conditions described below.

III.VESTING AND FORFEITURE

This Award is subject to forfeiture during the Restricted Period and will vest according to the Vesting Schedule set forth above and this Section III. If your employment or service as an Employee or Director of the Company or Subsidiary, as applicable, terminates for any reason (except as otherwise provided for in the Plan or below), then all of the Restricted Stock that remains subject to forfeiture restrictions at such time shall be cancelled and forfeited. 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. The lapse of forfeiture restrictions means that the Common Stock subject to the Award shall vest and, thereafter, be fully transferable by you, subject to compliance with Sections IX and XI of this Award and the terms of the Plan. Until the lapse of such forfeiture restrictions you may not sell, transfer, pledge or otherwise dispose of the shares of Common Stock subject to this Award.

The shares of Restricted Stock will also vest in their entirety as of the occurrence of any of the following events.

A.Death or Disability

If your employment or service as an Employee, Consultant or Director of the Company or a Subsidiary, as applicable, terminates due to your death or Disability before the shares of Restricted Stock have become fully vested in accordance with the Vesting Schedule, the forfeiture restrictions on this Award shall lapse and all unvested shares of Restricted Stock shall vest.

B.Change of Control

If your employment or service as an Employee, Consultant or Director of the Company or a Subsidiary, as applicable, is terminated by the Company without Cause or by you for Good Reason within two (2) years following a Change of Control (or on the date of the Change of Control), the forfeiture restrictions on this Award shall lapse, all unvested shares of Restricted Stock shall vest, and the provisions of Article XIII of the Plan shall apply.

IV.LEAVES OF ABSENCE

V.PAYMENT FOR SHARES

There is no exercise price or other payment required from you in exchange for this Award.

VI.STOCK CERTIFICATES

The Restricted Stock, or any part thereof, may be represented by certificates or may be notated in the form of uncertificated shares. The rights and obligations of the holder of shares represented by a certificate and the rights and obligations of the holder of uncertificated shares of the same class and series shall be identical. Until vested and issued, shares underlying this Award will be held for you by the Company. At the end of the Restricted Period, the shares of Common Stock will be released to you in the form of a stock certificate or uncertificated shares.

VII.SHAREHOLDER RIGHTS

You may vote your Restricted Stock. If your Restricted Stock vests, you will receive any dividends paid with respect to your Restricted Stock during the Restricted Period. For clarity, you will not receive any dividends on shares of Restricted Stock that do not vest and any dividends relating to shares of Restricted Stock that vests will be retained by the Company and will only be paid if and when the Restricted Stock vests.

VIII.RESTRICTIONS ON RESALE

IX.TRANSFER OF RESTRICTED STOCK

The Restricted Stock subject to this Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or otherwise encumbered except in accordance with Section 12.8 of the Plan. Any attempt at such disposition shall be void.

X.WITHHOLDING TAXES

No shares of Common Stock will vest and become transferrable unless you have made arrangements, acceptable to the Company, to pay any withholding taxes that may be due. Unless determined otherwise by the Committee, applicable tax withholding obligations not satisfied by you in cash shall be satisfied by returning to the Company from the shares of Common Stock that would otherwise vest a number of such shares with a Fair Market Value equal to such withholding obligation, but in no event exceeding the maximum statutory tax rates of your applicable jurisdiction (or such other rate as would not trigger a negative accounting impact). The Fair Market Value of the shares of Common Stock retained by the Company or surrendered by you shall be determined in accordance with the Plan as of the date the tax obligation arises.

XI.ADJUSTMENTS

As described more fully in Section 11.2 of the Plan, in the event of a stock split, a stock dividend and certain other events or transactions affecting the Common Stock, the number of shares of Restricted Stock underlying this Award may be adjusted.

XII.ELECTRONIC DELIVERY AND DISCLOSURE

XIII.NO RIGHT TO CONTINUED SERVICE

This Award does not give you the right to continue in employment or service with the Company or Subsidiary in any capacity. The Company or Subsidiary reserves the right to terminate your employment or service at any time, with or without cause, subject to any employment agreement or other contract. In the event of a conflict between the terms of this Award and an employment agreement, if any, the terms of the employment agreement control.

XIV.APPLICABLE LAW

This Award will be interpreted and enforced under the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

XV.CODE SECTION 409A COMPLIANCE

XVI.ENTIRE AGREEMENT/AMENDMENT

The text of the Plan is incorporated in this Award by reference.


			PENN NATIONAL GAMING, INC.

Exhibit 10.6

PENN NATIONAL GAMING, INC.

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

Penn National Gaming, Inc. (the “Company”) has granted to you a Non-Qualified Stock Option Award (“Award”) pursuant to the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan, as follows:


Grantee:			_____________________________
Date of Grant:			_______________________, 20___
Total Number of Options:			_____________________________
Vesting Schedule - Vesting Dates and Number of Options Vesting:			_____________________________ The Award is subject to vesting and forfeiture conditions as determined by the Compensation Committee or its delegate from time to time as set forth herein.
Expiration Date:			_____________________________

I.ACCEPTANCE OF AWARD

II.OPTION PERIOD

You may exercise the Options underlying your Award during the Option Period, which begins on the applicable Vesting Date and ends on the Expiration Date as set forth above. The Expiration Date is ten

(10) years from the Date of Grant. However, the Option Period may end sooner if your employment is terminated under certain circumstances.

III.VESTING AND FORFEITURE

The Options underlying your Award shall vest on the dates and with respect to the number of shares of Common Stock set forth above. The Options will also vest in their entirety as of the occurrence of any of the following events.

A. Death or Disability

If your employment or service as an Employee, Consultant or Director of the Company or a Subsidiary, as applicable, terminates due to your death or Disability before the Options have become fully vested in accordance with the Vesting Schedule, the forfeiture restrictions on this Award shall lapse and all unvested Options shall vest.

B. Retirement

If your employment or service as an Employee or Director of the Company or a Subsidiary, as applicable, terminates due to your Retirement before the Options have become fully vested in accordance with the Vesting Schedule, the forfeiture restrictions on this Award shall lapse. For clarity, this Retirement clause does not apply to Consultants.

For purposes of this Award, “Retirement” means (i) the cessation of services of a Director at the end of the Director’s term on the Board or (ii) an Employee’s separation from service from the Company and its Subsidiaries (1) on or after attainment of age 55 with at least ten (10) years of service with the Company and its Subsidiaries, or (2) on or after attainment of age 65. Years of service shall be calculated pursuant to the terms of the Penn National Gaming, Inc. 401(k) Plan.

C. Change of Control

If your employment or service as an Employee, Consultant or Director of the Company or a Subsidiary, as applicable, is terminated by the Company without Cause or by you for Good Reason within two (2) years following a Change of Control (or on the date of the Change of Control), the forfeiture restrictions on this Award shall lapse, all unvested Options shall vest, and the provisions of Article XIII of the Plan shall apply.

IV.FORFEITURE

If your employment or service as an Employee, Consultant, or Director of the Company or a Subsidiary, as applicable, terminates for any reason (except as otherwise provided for in the Plan or in Section III of this Award), then all of the Options that are unvested at such time shall be forfeited. You will receive no payment or shares of Common Stock for Options that are forfeited. Options that are vested as of the termination, will be cancelled and forfeited as follows.

A.As a result of your resignation (other than for Retirement), vested Options will be cancelled and forfeited at the end of the 30th day after such resignation, or, if earlier, the Expiration Date;

B.As a result of termination for Cause by the Company or a Subsidiary, all of the Options, whether or not then vested and exercisable, will be cancelled and forfeited as of such termination;

C.As a result of termination not for Cause by the Company or a Subsidiary, all the vested Options will be cancelled and forfeited at the end of the period that is one (1) year after such termination, or, if earlier, the Expiration Date;

D.As a result of your Retirement (which, for clarity, only applies if you are an Employee or Director), vested Options (including the Options that vest due to Retirement) shall be cancelled and forfeited at the end of the period which is three (3) years after such Retirement, or, if earlier, the Expiration Date; and

E.As a result of your death or Disability, vested Options (including the Options that vest due to death or Disability) shall be cancelled and forfeited on the Expiration Date.

V.LEAVES OF ABSENCE

VI.EXERCISE

The Award, or a portion thereof, shall be exercisable during the period beginning on the applicable vesting date and ending on the Expiration Date, subject to earlier termination in the event of a termination of your employment or service as a Director or Consultant under certain circumstances, as provided in Section IV. You may exercise your vested Award by providing notice of exercise to the Company, in a form and manner acceptable to the Company.

VII.PAYMENT

When you exercise your Options, you may pay the Option Price in cash, by check, with previously issued shares of Common Stock of the Company (under certain circumstances), in accordance with a “cashless exercise program” or with a combination of the foregoing.

VIII.NATURE OF STOCK OPTIONS

A stock option is the right, subject to certain conditions, to purchase shares of Common Stock of the Company at a fixed price. The per share price at which shares of Common Stock may be purchased when this Award is exercised is referred to as the Option Price. The Option Price is fixed on the Date of Grant and, except as provided in Section 11.2 of the Plan, does not change for the life of the Option. However, the market price of Common Stock of the Company changes and will ultimately determine the value, if any, from this Award.

IX.SHAREHOLDER RIGHTS

You are not and do not have the rights of a shareholder of the Company with respect to any shares of Common Stock underlying this Award unless and until the Award vests, you have exercised the Options, or a portion thereof, and shares of Common Stock underlying the Award have been issued and

delivered to you. After exercise, the shares of Common Stock underlying the Award will be released to you in the form of a stock certificate or uncertificated shares.

X.RESTRICTIONS ON RESALE

XI.TRANSFER OF STOCK OPTIONS

The Options subject to this Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or otherwise encumbered except in accordance with Section 12.8 of the Plan. Any attempt at such disposition shall be void.

XII.WITHHOLDING TAXES

No shares of Common Stock will be released or issued to you unless you have made arrangements, acceptable to the Company, to pay any withholding taxes that may be due. Unless determined otherwise by the Committee, applicable tax withholding obligations not satisfied by you in cash shall be satisfied by having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise of the Award a number of such shares with a Fair Market Value equal to such withholding obligation, but in no event exceeding the maximum statutory tax rates of your applicable jurisdiction (or such other rate as would not trigger a negative accounting impact). The Fair Market Value of the shares of Common Stock retained by the Company or surrendered by you shall be determined in accordance with the Plan as of the date the tax obligation arises. THE TAX RULES APPLICABLE TO NON-QUALIFIED STOCK OPTIONS ARE COMPLEX. YOU SHOULD CONSULT WITH YOUR FINANCIAL ADVISOR FOR MORE INFORMATION.

XIII.ADJUSTMENTS

As described more fully in Section 11.2 of the Plan, in the event of a stock split, a stock dividend and certain other events or transactions affecting the Common Stock, the number of shares of Common Stock underlying this Award and the exercise price of this Option may be adjusted.

XIV.ELECTRONIC DELIVERY AND DISCLOSURE

XV.NO RIGHT TO CONTINUED SERVICE

This Award does not give you the right to continue in employment or service with the Company or Subsidiary in any capacity. The Company or Subsidiary reserves the right to terminate your employment or service at any time, with or without cause, subject to any employment agreement or other contract. In the event of a conflict between the terms of this Award and an employment agreement, if any, the terms of the employment agreement control.

XVI. APPLICABLE LAW

This Award will be interpreted and enforced under the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

XVII. CODE SECTION 409A COMPLIANCE

XVIII. ENTIRE AGREEMENT/AMENDMENT

The text of the Plan is incorporated in this Award by reference.


			PENN NATIONAL GAMING, INC.

Exhibit 10.7

PENN NATIONAL GAMING, INC.

STOCK APPRECIATION RIGHT AWARD AGREEMENT

Penn National Gaming, Inc. (the “Company”) has granted to you a Stock Appreciation Right Award (“Award”) pursuant to the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan, as follows:


Grantee:			_____________________________
Date of Grant:			_______________________, 20___
Total Number of SARs:			_____________________________
Base Amount:			_____________________________
Vesting Dates and Number of SARs Vesting:			_____________________________ The Award is subject to vesting and forfeiture conditions as determined by the Compensation Committee or its delegate from time to time as set forth herein.
Expiration Date:			_____________________________

I.ACCEPTANCE OF AWARD

II.GRANT OF STOCK APPRECIATION RIGHTS

Effective as of the Date of Grant, the Company has granted and issued to you an Award of SARs. The number of SARs granted to you is equal to the number of shares of Common Stock subject to the Award. Each vested SAR represents the right to receive a cash payment upon exercise equal to the amount by which the Fair Market Value of a share of Common Stock on the date of exercise exceeds the Base Amount, as stated above, for the SAR. The value of a share of Common Stock on the Date of Grant is the Base Amount; it does not change for the life of the SAR (except in certain limited circumstances, as described in the Plan). However, the market price of Common Stock changes and will ultimately determine the value, if any, you receive from this Award.

III.VESTING

The SARs shall vest on the dates and with respect to the number of shares of Common Stock set forth above. The SARs will also vest in their entirety as of the occurrence of any of the following events.

A. Death or Disability

If your employment or service as an Employee, Consultant or Director of the Company or a Subsidiary, as applicable, terminates due to your death or Disability before the SARs have become fully vested in accordance with the Vesting Schedule, the forfeiture restrictions on this Award shall lapse and all unvested SARs shall vest.

B. Retirement

If your employment or service as an Employee or Director of the Company or a Subsidiary, as applicable, terminates due to your Retirement before the SARs have become fully vested in accordance with the Vesting Schedule, the forfeiture restrictions on this Award shall lapse. These vested SARs will be cancelled and forfeited at the end of the period which is three (3) years after such Retirement, or, if earlier, the Expiration Date. For clarity, this Retirement clause does not apply to Consultants.

C. Change of Control

If your employment or service as an Employee, Consultant or Director of the Company or a Subsidiary, as applicable, is terminated by the Company without Cause or by you for Good Reason within two (2) years following a Change of Control (or on the date of the Change of Control), the forfeiture restrictions on this Award shall lapse, all unvested SARs shall vest, and the provisions of Article XIII of the Plan shall apply.

IV.FORFEITURE

If your employment or service as an Employee, Consultant, or Director of the Company or a Subsidiary, as applicable, terminates for any reason (except as otherwise provided for in the Plan or in Section III of this Award), then all of the SARs that are unvested at such time shall be forfeited. You will receive no payment or shares of Common Stock for SARs that are forfeited. SARs that are vested as of the termination will be cancelled and forfeited as follows.

A. As a result of your resignation (other than for Retirement), vested SARs will be cancelled and forfeited at the end of the 30th day after the date of termination or, if earlier, the Expiration Date;

B. As a result of termination for Cause by the Company or a Subsidiary all of the SARs, whether or not then exercisable, will be cancelled and forfeited as of such termination date;

C. As a result of termination not for Cause by the Company or a Subsidiary, all of the vested SARs will be cancelled and forfeited at the end of the period that is one (1) year after such termination or cessation date, or, if earlier, the Expiration Date;

D. As a result of your Retirement (which, for clarity, only applies if you are an Employee or Director), vested SARs (including SARs the that vest due to Retirement) shall be cancelled and forfeited at the end of the period which is three (3) years after such Retirement, or, if earlier, the Expiration Date; and

E. As a result of your death or Disability, vested SARs (including the SARs that vest due to death or Disability) shall be cancelled and forfeited on the Expiration Date.

V. LEAVES OF ABSENCE

VI.EXERCISE

VII.NATURE OF SARS; SHAREHOLDER RIGHTS

You are not and do not have the rights of a shareholder of the Company with respect to any shares of Common Stock underlying this Award. A SAR is the right, subject to certain conditions, to receive a cash payment equal to the appreciation, if any, in the value of a share of Common Stock between the Date of Grant and the date you exercise the SAR. This payment is not automatically made; you must exercise a vested SAR to receive it. SARs are not treated as property or as a trust fund of any kind. Nothing in this Award, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. All amounts attributable to the SARs shall be and remain the sole property of the Company, and your rights under this

Award and the Plan are limited to the right to receive cash following your exercise of a vested SAR. You have no right to receive shares of Common Stock under this Award.

VIII.TRANSFER OF SARS

The SARs may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or otherwise encumbered except in accordance with Section 12.8 of the Plan. Any attempt at such disposition shall be void.

IX.WITHHOLDING TAXES

Upon the issuance of any cash payment in accordance with the foregoing, the Company shall withhold all applicable tax-related items legally payable by you from such cash payment.

X.ADJUSTMENTS

As described more fully in Section 11.2 of the Plan, in the event of a stock split, a stock dividend and certain other events or transactions affecting the Common Stock, the number of SARs underlying this Award and the Base Amount may be adjusted.

XI.ELECTRONIC DELIVERY AND DISCLOSURE

XII.NO RIGHT TO CONTINUED SERVICE

This Award does not give you the right to continue in employment or service with the Company or Subsidiary in any capacity. The Company or Subsidiary reserves the right to terminate your employment or service at any time, with or without cause, subject to any employment agreement or other contract. In the event of a conflict between the terms of this Award and an employment agreement, if any, the terms of the employment agreement control.

XIII.APPLICABLE LAW

This Award will be interpreted and enforced under the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

XIV.CODE SECTION 409A COMPLIANCE

To the extent the Committee determines that the Award is subject to Section 409A of the Code and fails to comply with the requirements of such Section, the Committee reserves the right to amend, terminate or replace this Award in order to cause the Award to either not be subject to Section 409A of the Code or comply with the applicable provisions.

XV.ENTIRE AGREEMENT/AMENDMENT

The text of the Plan is incorporated in this Award by reference.


			PENN NATIONAL GAMING, INC.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 28, 2022, relating to the consolidated financial statements of Penn National Gaming, Inc. and Subsidiaries and the effectiveness of Penn National Gaming, Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania

June 15, 2022