EX101 Instance Document

The compensation of the non-employee directors of Pinnacle Entertainment, Inc. (the “Company”), is paid in the form of an annual retainer, meeting and chair fees and stock-based awards. The fees that each non-employee director (other than the Chairman of the Board) or committee chair, received for his or her service, are the following:  

An annual retainer of $75,000 effective as of May 21, 2013; prior to that date the annual retainer was $66,000;

An additional $20,000 retainer for the Chair of the Audit Committee;

An additional $20,000 retainer for the Chair of the Compensation Committee;

 

An additional $20,000 retainer for the Chair of the Corporate Governance and Nominating Committee;

An attendance fee of $1,500 for each Board meeting or committee meeting (telephonic or in person), other than meetings of the Audit Committee (whether regularly scheduled meetings or special meetings);

An attendance fee of $2,000 for each meeting of the Audit Committee (whether regularly scheduled or special meetings).

The Chairman of the Board receives an annual retainer of $225,000 effective as of May 21, 2013; prior to that date the annual retainer was $191,000. The annual retainer paid to the Chairman of the Board is in lieu of the annual retainer of $75,000 paid to other directors and attendance fees for attending Board or committee meetings paid to other directors.

In 2013, the Company granted to each non-employee director who was then serving 7,357 restricted stock units, which were granted and vested on the date of the 2013 Annual Meeting of Stockholders.