This excerpt taken from the PENN 8-K filed Jul 9, 2008.


     Section 1.1.   Definitions. Unless otherwise specifically defined in this Agreement, each capitalized term used but not defined in this Agreement shall have the meaning assigned to such term in the Merger Agreement.

This excerpt taken from the PENN 10-Q filed May 10, 2007.



1.1           Adjusted Gaming Win:  As used herein, the term “Adjusted Gaming Win” shall mean, for the applicable period, the positive difference, if any, derived by subtracting from the Gross Gaming Win all federal, state and local gaming taxes and fees paid by Tenant during the applicable period related to Tenant’s Gaming Operations within the Gaming Site during such period.

1.2           After Acquired Property:  As used herein, the term “After Acquired Property” shall mean any property acquired or leased by Landlord within the Waterfront Area, including, but not limited to the Initial Acquisition Property, property acquired by Landlord pursuant to Section 2.5 of this Lease and property acquired or leased by Landlord pursuant to Section 2.9 of this Lease.

1.3           Affiliate of Tenant:  As used herein, the term “Affiliate of Tenant” shall mean (i) any person or entity who directly or indirectly owns five percent (5%) or more of the stock, partnership or other beneficial interest in Tenant, if Tenant is a corporation, partnership or other entity, (ii) any corporation, partnership or other entity of which five percent (5%) or more of the stock, partnership or other beneficial interest or which is owned directly or indirectly by Tenant, and (iii) any corporation, partnership or entity of which five percent (5%) or more of the stock, partnership or other beneficial interest is owned directly or indirectly by any person or entity that owns five percent (5%) or more of the stock, partnership or other beneficial interest of Tenant, if Tenant is a corporation, partnership or other entity.

1.4           Barge:  As used herein, the term “Barge” shall mean any gaming vessel, structure or floating platform that is temporarily or permanently moored in the Tidelands Property, including any ingress or egress platforms, gang planks or other systems that are attached to such vessel, structure or platform and provide permanent egress from such vessel, structure or platform to land.  Barge shall not include any dock or pier that was constructed by Skrmetta on or adjacent to the Premises.

1.5           Building Service Equipment:  As used herein the term “Building Service Equipment” shall mean all fixtures, machinery, equipment and personal property (excluding Trade Fixtures) used in the operation and maintenance of the Improvements.

This excerpt taken from the PENN DEF 14A filed Apr 30, 2007.

Section 2.1   Definitions

The following words and phrases when used in the Plan with an initial capital letter, unless their context clearly indicates to the contrary, shall have the respective meanings set forth below in this Section 2.1:

Act.   The Securities Exchange Act of 1934, as now in effect or as hereafter amended from time to time. References to any Section or Subsection of the Act are to such Section or Subsection as the same may from time to time be amended or renumbered and/or any comparable or succeeding provisions of any legislation that amends, supplements or replaces such Section or Subsection.

Beneficiary.   Any individual, estate or trust who or which by designation of the Optionee or Holder pursuant to Section 12.5 or operation of law succeeds to the rights and obligations of the Optionee under the Plan and one or more Option Agreements upon the Optionee’s death.

Board.   The Board of Directors of the Company, as it may be constituted from time to time.

Cause.   Fraud, embezzlement, theft or dishonesty against the Company, conviction of a felony, willful misconduct, being found unsuitable by a regulatory authority having jurisdiction over the Company, willful and wrongful disclosure of confidential information and engagement in competition with the Company in breach of a written agreement between the Optionee and the Company or, in the absence of a written agreement on the subject, within 12 months after ceasing to be a Director.

Change of Control.   (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Act) of shares representing more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in elections of directors of the Company (the “Voting Stock”); (ii) the shareholders of the Company approve any plan or proposal for the liquidation, dissolution or winding up of the Company; (iii) the Company (A) consolidates with, merges into or participates in a share exchange with any other corporation, partnership or limited liability company or any other corporation, partnership or limited liability company merges into the Company, and in the case of any such merger, consolidation or share exchange, the outstanding Common Stock of the Company is changed or exchanged into other assets or securities as a result, or (B) conveys, transfers or leases all or substantially all of its assets to any person; or (iv) any time Continuing Directors, as defined below, do not constitute a majority of the Board (or, if applicable, the board of directors of a successor corporation to the Company).

For purposes of this definition, the term “Continuing Director” means at any date a member of the Board (i) who was a member of the Board on the Effective Date or (ii) who was nominated or elected by at


least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or such lesser number comprising a majority of a nominating committee comprised of our non-employee directors if authority for such nominations or elections has been delegated to a nominating committee whose authority and composition have been approved by at least a majority of the directors who were continuing directors at the time such committee was formed.

Code.   The Internal Revenue Code of 1986, as amended.

Committee.   The Compensation Committee of the Board.

Common Stock.   Common stock of the Company, par value $.01.

Company.   Penn National Gaming, Inc., a Pennsylvania corporation, and its successors and assigns.

Date of Grant.   The date as of which an Optionee is granted an Option.

Director.   A member of the Board who is not also an employee of the Company or any subsidiary of the Company.

Disability.   A physical or mental impairment sufficient to make the individual eligible for benefits under the Company’s long-term disability plan or under a disability plan of one of the Participating Subsidiaries (whether or not a participant in such disability plan).

Effective Date.   June 6, 2007.

Fair Market Value.   With respect to the Common Stock on any day, (i) the closing sales price on the immediately preceding business day of a share of Common Stock as reported on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading, or (ii) if (i) does not apply, as determined in a manner specified by the Committee. A “business day” is any day on which the relevant market is open for trading.

Holder.   The individual who holds an Option, who shall be the Optionee or a transferee under Section 7.9.

Normal Retirement Date.   Age 65.

Option Agreement.   The written instrument delivered by the Company to the Optionee evidencing an Option and setting forth such terms and conditions of the Option as may be deemed appropriate by the Board or the Committee. The Option Agreement shall be in a form approved by the Board or Committee, and once executed, shall be deemed amended from time to time to include such additional terms and conditions as the Board or the Committee may specify after the execution in the exercise of its powers under the Plan, subject to Section 9.1.

Option or Stock Option.   A right granted pursuant to Article V.

Optionee.   A director of the Company to whom an Option is or has been granted.

Option Price.   The per share price at which shares of Common Stock may be purchased upon exercise of a particular Option.

Plan.   Penn National Gaming, Inc. 2007 Long-Term Incentive Compensation Plan for Non-Employee Directors, as set forth herein and as amended from time to time.

Reporting Person.   An Optionee who is subject to Section 16 of the Act.

Retirement.   Termination of employment at Normal Retirement Date.

Rule 16b-3.   Rule 16b-3 of the General Rules and Regulations under the Act, or any law, rule, regulation or other provision that may hereafter replace such Rule.


Stock Option Award.   An Award of Options under Article V.

This excerpt taken from the PENN 8-K filed Oct 6, 2006.

6.1           Definitions.

6.1.1        When used in this Agreement, the word “Releasees” means Employer and all or any of its past and present subsidiary and affiliated corporations, companies, partnerships, joint ventures and other entities and their groups, divisions, departments and units,



This excerpt taken from the PENN 10-K filed Mar 15, 2006.



Section 1.1.   To the extent not otherwise defined herein, capitalized terms used in this Amendment shall have the meanings ascribed thereto in the Agreement, unless the context or use indicates another or different meaning or intent.


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