Amendment to Employment Agreement between Penn National Gaming, Inc. and Timothy J. Wilmott (December 29, 2011)
This letter agreement amends the existing Employment Agreement between Penn National Gaming, Inc. and Timothy J. Wilmott, President and COO. It updates provisions regarding Wilmott’s right to terminate his employment for Good Reason if not appointed CEO within a specified period after written notice, and clarifies the terms for severance pay and benefits if his employment ends under certain conditions. All other terms of the original agreement remain unchanged. The amendment is effective upon acceptance by both parties.
Exhibit 10.22(a)
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| PENN NATIONAL |
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December 29, 2011
Timothy J. Wilmott
President and Chief Operating Officer
825 Berkshire Blvd.
Wyomissing, PA 19610
Subject: Employment Agreement
Dear Tim:
This letter is intended to memorialize our recent discussion regarding your Employment Agreement with Penn National Gaming, Inc. (the “Company”) dated December 31, 2008 (the “Employment Agreement”). Except as expressly set forth in this letter, the terms and conditions in the Employment Agreement shall otherwise remain in full force and effect.
Section 8.4(b) of the Employment Agreement is hereby amended to delete the phrase “(iv) failure to appoint Executive as the Chief Executive Officer of the Company within thirty (30) days of the 3rd anniversary of the Commencement Date,” and replace it with the word “and”, and insert a new final sentence to Section 8.4(b) to read as follows: “Executive may terminate his employment with the Company for Good Reason at any time during the Initial Term if the Company fails to appoint Executive as the Chief Executive Officer of the Company within thirty (30) days of the Company’s receipt of written notice from Executive of his intent to terminate employment for such failure.”
In addition, the initial paragraph of Section 3.4(b) is hereby amended and restated to read as follows: “Severance Pay and Benefits. Subject to the conditions in subsection (c) hereof, if Executive’s employment is terminated under Section 3.1(a), Section 3.3 or by Executive for Good Reason, then Executive will be entitled to receive, and the Company will provide Executive with, the following severance pay and benefits (in addition to any amounts payable under subsection (a) hereof); provided, for purposes of Section 409A, each payment (whether an installment or lump sum) of severance pay under this subsection (b) shall be considered a separate payment:” The remainder of Section 3.4(b) shall continue without amendment as set forth in the Employment Agreement.
Please indicate your acceptance of the amendments to the Employment Agreement set forth in this letter by delivering your signed acceptance to the Company at your earliest convenience.
Very truly yours,
Penn National Gaming, Inc.
| By: | /s/ Peter M. Carlino |
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| Peter M. Carlino, Chairman and CEO |
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Accepted and agreed:
| /s/ Timothy J. Wilmott |
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| Timothy J. Wilmott |
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