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Stock Option Grant Agreement Between Charles L. Atwood And Harrah's

This is an actual contract by Caesars Entertainment.

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Sectors: Leisure and Entertainment
Governing Law: Delaware, View Delaware State Laws
Effective Date: February 27, 2008
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Exhibit 10.53

STOCK OPTION GRANT AGREEMENT

THIS AGREEMENT, made as of this 27th day of February 2008 between Harrah' s Entertainment, Inc. (the " Company" ) and Charles L. Atwood (the " Participant" ).

WHEREAS, the Company has adopted and maintains the Harrah' s Entertainment, Inc. Management Equity Incentive Plan (the " Plan" ) to promote the interests of the Company and its Affiliates and Stockholders by providing the Company' s key employees and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company; WHEREAS, the Plan provides for the Grant to Participants of Options to purchase Shares. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Grant of Options . Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant a Time-Based Option, a 2X Performance Option and a 3X Performance Option as set forth on the signature page hereto.

2. Grant Date . The Grant Date of the Option hereby granted is February 27, 2008. 3. Incorporation of Plan . All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of this Agreement, as interpreted by the Committee, shall govern. All capitalized terms used and not defined herein shall have the meaning given to such terms in the Plan.

4. Exercise Price . The exercise price of each Share underlying the Option hereby granted is set forth on the signature page hereto 5.

MoM Determinations . If the Participant' s Employment is terminated by the Company without Cause or by the Participant for Good Reason and the Participant disagrees with the determination of the Deemed MoM made by the Board or Committee pursuant to Section 4.4.1 of the Plan, the Participant shall have the right to require the Company to seek an appraisal to determine the Deemed MoM in lieu of the Board or Committee determination (an " Outside Appraisal" ); provided that the Participant shall not be entitled to an Outside Appraisal in the event an appraisal to determine the Fair Market Value of a Share has been done within the six-month period immediately preceding the determination of the Deemed MoM and the Board or Committee determines that no event has occurred that would reasonably be expected to affect the Fair Market Value in the reasonable, good faith judgment of the Board or Committee. Any such Outside Appraisal shall be made by one qualified person (which can be an accounting firm or investment banking firm or similar firm) (each, an " Appraiser" ), having substantial experience in the valuation of similar enterprises in the United States. The Company and the Participant shall mutually agree upon


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such Appraiser within 30 days of the determination of the Deemed MoM. The Participant shall bear 100% of the fees and expenses of the Appraiser, unless the Appraiser' s determination of the Fair Market Value of a Share is at least 5% greater than the Board' s determination of the Fair Market Value of a Share, in which case the Company shall bear 100% of the fees and expenses of the Appraiser.

6. Notwithstanding anything to the contrary contained in the Plan, Participant' s Time-Based Options shall not vest during the two-year period following the Closing Date (such two-year period, the " Severance Agreement Period" ), provided that, if Participant is employed by the Company on the first business day after the expiration of the Severance Agreement Period, the Time-Based Options that would have vested during the Severance Agreement Period will immediately vest and become exercisable in accordance with the terms of the Plan. In addition, notwithstanding anything to the contrary set forth in the Participant' s Change in Control Severance Agreement with the Company dated as of January 1, 2003 (the " Severance Agreement" ), the Participant expressly acknowledges and agrees that the vesting and exercisability of the Options will be governed solely by the terms of the Plan, this Agreement and, to the extent applicable, the Participant' s effective employment agreement with the Company entered into on or after the Closing Date, and as a condition to the grant of the Options, the Participant waives the right to any accelerated vesting or exercisability of the Options that may be contemplated by the Severance Agreement.

7. Notwithstanding anything to the contrary contained in this Agreement or the Plan, in the event that the Participant does not enter into a new employment agreement with the Company or an Affiliate within 45 days of the Closing Date, Participant shall forfeit all of the Options granted pursuant to this Agreement effective immediately on the forty-sixth day following the Closing Date. For the avoidance of doubt, the extension of Participant' s employment agreement with the Company or an Affiliate shall not constitute the entry into a new employment agreement with the Company or an Affiliate. 8. Alternate Vesting Schedule for Time-Based Option . The Time-Based Option shall be treated for all purposes under the Plan as a Time-Based Option (including, for the avoidance of doubt, the provisions of Sections 4.3.1.2, 4.3.1.3 and 4. 3.1.4 of the Plan) except that the provisions of Section 4.3.1.1 of the Plan shall not apply to this Option, which shall vest and become exercisable as provided in the following sentence. Each Time-Based Opti
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