X0303 4 2010-01-22 0 0000834162 MTR GAMING GROUP INC MNTG 0001310056 Griffin Robert F STATE ROUTE 2 SOUTH P.O.BOX 358 CHESTER WV 26034 0 1 0 0 President and CEO Restricted Stock Units (2002 Stock Incentive Plan) 2010-01-22 4 A 0 48000 0 A 2011-01-22 Common Stock 48000 48000 D Restricted Stock Units (2004 Stock Incentive Plan) 2010-01-22 4 A 0 20000 0 A 2011-01-22 Common Stock 20000 20000 D Restricted Stock Units (2005 Stock Incentive Plan) 2010-01-22 4 A 0 32000 0 A 2011-01-22 Common Stock 32000 32000 D Restricted Stock Units (2007 Stock Incentive Plan) 2010-01-22 4 A 0 100000 0 A 2011-01-22 Common Stock 100000 100000 D Common Stock Option/Griffin Employment Agreement 3.71 2008-09-19 2018-09-19 Common Stock 150000 150000 D Each Restricted Stock Unit ("RSU") entitles the holder of such Unit to receive one share of the Company's common stock in exchange for each Unit, subject to the terms of the applicable Plan and Restricted Stock Unit and Cash Award Agreement (the "Agreement"). Subject to certain provisions, one third of the RSUs granted under each Plan shall vest and become non-forfeitable upon each of the first, second and third anniversaries of the Date of Grant (1/22/10). Unvested RSUs shall vest on the date of a Change of Control (as defined in the applicable Agreement) of the Company. In addition, the undersigned also received certain cash awards under the terms of the respective Agreements entered into with respect to the RSUs. The RSUs shall terminate as provided in the applicable Agreement. This option vests in three tranches (subject to certain termination provisions of Mr. Griffin's Employment Agreement) as follows: the option with respect to the purchase of 50,000 shares vested immediately upon the signing of an Employment Agreement by Mr. Griffin: the second tranch with respect to an additional 50,000 shares vested on the first anniversary date of Mr. Griffin's employment; and the third and final tranch with respect to an additional 50,000 shares will vest on the second anniversary date of Mr. Griffin's employment. The option was granted as an inducement to Mr. Griffin's acceptance of employment with the Issuer. The commencement date of Mr. Griffin's employment with the Issuer was November 1, 2008. /S/ Robert F. Griffin 2010-01-26