BOYD GAMING CORP — Director's Dealing 2020

Jan 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2020-01-02

Reporting Person: Thompson Stephen S. (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-02	Career Restricted Stock Units	$	A	2995	Acquired		Common Stock (2995)	Direct

Footnotes

F1: The Career Restricted Stock Units were granted to the Reporting Person for no consideration pursuant to the Issuer's Career Shares Program under its 2012 Stock Incentive Plan. Each Career Restricted Stock Unit represents a contingent right to receive one share of lssuer common stock.

F2: The Career Restricted Stock Units will be paid out in shares of Issuer common stock at the time of retirement based upon the Reporting Person's/grantee's attained age and years of continuous service at the time of retirement. To receive any payout under the Career Shares Program, grantees must be at least 55 years old and must have been continually employed by the Issuer for a minimum of 10 years. Retirement after 10 years of service will entitle a grantee to 50 percent of his or her Career Restricted Stock Units. This increases to 75 percent after 15 years and 100 percent following 20 years of employment. In the event of grantee's death or permanent disability, or following a change in control of lssuer, the grantee will be deemed to have attained age 55 and the Career Restricted Stock Units will immediately vest and convert into shares of lssuer common stock based on the grantee's years of continuous service through the date of death, termination resulting from permanent d