X0306 4 2014-05-07 0 0000834162 MTR GAMING GROUP INC MNTG 0001522952 Billhimer Joseph L. Jr. C/O MTR GAMING GROUP, INC. P. O. BOX 356, STATE ROUTE 2 SOUTH CHESTER WV 26034 0 1 0 0 President & C.O.O. Common Stock 2014-05-07 4 M 0 15600 0.00 A 15600 D Common Stock 2014-05-07 4 F 0 4915 5.02 D 10685 D Restricted Stock Units (2010 Long Term Incentive Plan) 2014-05-07 4 M 0 15600 0.00 D Common Stock 15600 0 D Restricted Stock Units (2010 Long Term Incentive Plan) 2017-01-24 Common Stock 29800 29800 D Restricted Stock Units (2010 Long Term Incentive Plan) 2016-01-25 Common Stock 9900 9900 D Nonqualified Stock Options (2010 Long Term Incentive Plan) 3.94 2023-01-25 Common Stock 29600 29600 D Restricted Stock Units (2010 Long Term Incentive Plan) 2015-01-27 Common Stock 18900 18900 D Nonqualified Stock Options (2010 Long Term Incentive Plan) 2.44 2022-01-27 Common Stock 56800 56800 D Nonqualified Stock Options (2010 Long Term Incentive Plan) 2.78 2021-05-04 Common Stock 46500 46500 D Date of Grant: January 24, 2014. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of MTR Gaming Group, Inc. in exchange for each RSU, subject to the terms of the 2010 Long-Term Incentive Plan and the Restricted Stock Unit Award Agreement (the "Agreement"). Subject to certain provisions, 100% of the RSUs granted will vest and become non-forfeitable upon the third anniversary of the date of grant (or January 24, 2017). Unvested RSUs shall vest immediately upon (x) the termination of employment if such termination is not due to cause, or by the death or the disability of the reporting person and (y) consummation of a change of control of the Company. The RSUs shall terminate as provided in the applicable Agreement. Date of Grant: January 25, 2013. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of MTR Gaming Group, Inc. in exchange for each RSU, subject to the terms of the 2010 Long-Term Incentive Plan and the Restricted Stock Unit Award Agreement (the "Agreement"). Subject to certain provisions, 100% of the RSUs granted will vest and become non-forfeitable upon the third anniversary of the date of grant (or January 25, 2016). Unvested RSUs shall vest immediately upon (x) the termination of employment if such termination is not due to cause, or by the death or the disability of the reporting person and (y) consummation of a change of control of the Company. The RSUs shall terminate as provided in the applicable Agreement. Date of Grant: January 25, 2013. Subject to the provisions of the 2010 Long-Term Incentive Plan and the Nonqualified Stock Option Award Agreement, the nonqualified stock options vest and become exercisable in three equal annual installments, 33% on the first anniversary of the date of grant (or January 25, 2014), 33% on the second anniversary of the date of grant (or January 25, 2015) and 34% on the third anniversary of the date of grant (or January 25, 2016); and will vest immediately upon (x) the termination of employment by the death or the disability of the reporting person and (y) consummation of a change of control of the Company. Date of Grant: January 27, 2012. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of MTR Gaming Group, Inc. in exchange for each RSU, subject to the terms of the 2010 Long-Term Incentive Plan and the Restricted Stock Unit Award Agreement (the "Agreement"). Subject to certain provisions, 100% of the RSUs granted will vest and become non-forfeitable upon the third anniversary of the date of grant (or January 27, 2015). Unvested RSUs shall vest immediately upon (x) the termination of employment if such termination is not due to cause, or by the death or the disability of the reporting person and (y) consummation of a change of control of the Company. The RSUs shall terminate as provided in the applicable Agreement. Date of Grant: January 27, 2012. Subject to the provisions of the 2010 Long-Term Incentive Plan and the Nonqualified Stock Option Award Agreement, the nonqualified stock options vest and become exercisable in three equal annual installments, 33% on the first anniversary of the date of grant (or January 27, 2013), 33% on the second anniversary of the date of grant (or January 27, 2014) and 34% on the third anniversary of the date of grant (or January 27, 2015); and will vest immediately upon (x) the termination of employment by the death or the disability of the reporting person and (y) consummation of a change of control of the Company. Date of Grant: May 4, 2011. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of MTR Gaming Group, Inc. in exchange for each RSU, subject to the terms of the 2010 Long-Term Incentive Plan and the Restricted Stock Unit Award Agreement (the "Agreement"). Subject to certain provisions, 100% of the RSUs granted will vest and become non-forfeitable upon the third anniversary of the date of grant (or May 4, 2014). Unvested RSUs shall vest immediately upon (x) the termination of employment if such termination is not due to cause, or by the death or the disability of the reporting person and (y) consummation of a change of control of the Company. The RSUs shall terminate as provided in the applicable Agreement. Date of Grant: May 4, 2011. Subject to the provisions of the 2010 Long-Term Incentive Plan and the Nonqualified Stock Option Award Agreement, the nonqualified stock options vest and become exercisable in three equal annual installments, 33% on the first anniversary of the date of grant (or May 4, 2012), 33% on the second anniversary of the date of grant (or May 4, 2013) and 34% on the third anniversary of the date of grant (or May 4, 2014); and will vest immediately upon (x) the termination of employment by the death or the disability of the reporting person and (y) consummation of a change of control of the Company. Pursuant to the Restricted Stock and Cash Award Agreement, 100% of the RSUs granted on May 4, 2011 vested and became non-forfeitable on May 4, 2014 (effective on May 7, 2014). Accordingly, the stock transfer agent was advised to issue the common shares of stock equal to the amount of the vested RSUs. The reporting party did not select the date of execution. The shares of stock were issued on May 7, 2014 (per the Stock Certificate dated as of such date). /s/ Joseph L. Billlhimer, Jr. 2014-05-22