Exhibit 10.35
ELEVENTH AMENDMENT
TO
2001 RESTATEMENT
OF
THE HARRAH’S ENTERTAINMENT,
INC.
SAVINGS AND RETIREMENT
PLAN
WHEREAS, Harrah’s
Entertainment, Inc., a Delaware corporation (the
“Company”), has established and maintains the
Harrah’s Entertainment, Inc. Savings and Retirement Plan (the
“Plan”) for the benefit of its eligible employees and
the eligible employees of certain participating companies;
and
WHEREAS, Section 14.2 of the
Plan provides that the Board or the HRC has the authority to amend
the Plan; and
WHEREAS, amendment of the Plan is
desirable to permit Participants to make Roth Contributions, as
defined below, and to implement automatic enrollment
provisions.
WHEREAS, the Company entered into
the Agreement and Plan of Merger, dated as of December 19,
2006, among Hamlet Holdings LLC, Hamlet Merger Inc. and the Company
(the “Merger Agreement”); and
WHEREAS, on January 28, 2008,
pursuant to the Merger Agreement, Hamlet Merger Inc. merged with
and into the Company and the stock of the Company, including all
shares in the Harrah’s Stock Fundunder the Plan, ceased to be
publicly traded; and
WHEREAS, amendment of the Plan is
desirable to reflect changes with respect to the Harrah’s
Stock Fund.
NOW, THEREFORE, BE IT RESOLVED that
this Eleventh Amendment to the 2001 Restatement of the Plan is
adopted and shall supersede the provisions of the Plan to the
extent those provisions are inconsistent with the provisions of
this Eleventh Amendment.
BE IT FURTHER RESOLVED that,
pursuant to the power and authority reserved by Section 14.2
of the Plan, the Plan is hereby amended as follows, effective as
provided below.
1. Effective January 28, 2008,
by substituting the following for the last two paragraphs of the
Preamble to the Plan:
“Effective January 12,
2004 through January 28, 2008, the Plan was a stock bonus plan
with a cash or deferred arrangement intended to comply with the
provisions of Sections 401(a), 401(k) and 401(m) of the Code. The
Plan was an “eligible individual account plan,” as
defined in ERISA Section 407(d)(3), and provided for the
acquisition and holding of “qualifying employer
securities,” as defined in ERISA
Section 407(d)(5).
The portion of the Plan that was
invested in qualifying employer securities was an employee stock
ownership plan that met the requirements in Code Sections 401(a),
409 and 4975(e)(7).
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Effective January 28, 2008, the
Plan is a profit-sharing plan with a cash or deferred arrangement
intended to comply with the provisions of Sections 401(a), 401(k)
and 401(m) of the Code. The Plan is an “eligible individual
account plan,” as defined in ERISA
Section 407(d)(3).”
2. Effective January 28, 2008,
Sections 1.15, 5.4, 5.5, 5.6. 5.7, 6.6(b), 6.8, and 11.5 of the
Plan will cease to be effective and will be reserved.
3. Effective as of April 1,
2008, by substituting the following for Paragraph 1.17(a)(i) of the
Plan:
“(i) the sum of: (A) the
amount of Matching Contributions allocated to his Matching Account
and the amount of After Tax Contributions allocated to his After
Tax Account for the Plan Year, (B) any Qualified Nonelective
Contributions or Qualified Matching Contributions for that Plan
Year (under Section 3.5(b) or 3.6(b)), and
(C) allocations of 401(k) Contributions to his 401(k) Account
and allocations of Roth Contributions to his Roth Account
(excluding any Catch-up Contributions and any Roth Catch-up
Contributions), to the extent the Administrator elects to take such
allocations into account, by”
4. Effective as of April 1,
2008, by substituting the following for Paragraph 1.18(a)(i) of the
Plan:
“(i) the sum of: (A) the
amount of 401(k) Contributions, if any, credited to his 401(k)
Account for the Plan Year in question under this Plan, the amount
of Roth Contributions, if any, credited to his Roth Account for the
Plan Year in question under Appendix H of the Plan, and the amount,
if any, credited under any other plans which are aggregated with
this Plan under Code Section 401(k)(3)(A) (including any
excess amounts described in Code Section 402(g) if he is a
Highly Compensated Employee, but excluding any excess amounts
distributed to him pursuant to Section 3.8(b) and any Catch-Up
Contributions and any Roth Catch-Up Contributions) and (B) to
the extent elected by the Administrator under Section 3.5(b),
amounts credited to his Qualified Account for that Plan Year,
by”
5. Effective as of January 28,
2008, by substituting the following for Section 1.43 of the
Plan:
“Section 1.43 Investment Fund.
“Investment Fund” means one of the investment funds of
the Trust Fund as provided in Article V.”
6. Effective April 1, 2008 by
adding the following as a new Section 3.3(a)(v) of the
Plan:
“(v) This
Section 3.3(a)(v) shall apply to: (A) each Eligible
Employee who has his first Hour of Service on or after
April 1, 2008, and (B) each Eligible Employee who is a
former Employee who has his first Hour of Service after rehire on
or after April 1, 2008. Subject to the Rules of the Plan,
unless the Eligible Employee elects otherwise by the 105th day
after his date of hire or rehire, as applicable, the Administrator
shall treat the Eligible Employee as having
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elected to contribute a 401(k) Contribution by
payroll reduction in an amount equal to 3% of his Compensation (the
“Initial Automatic Enrollment”). In accordance with the
Rules of the Plan, unless the Eligible Employee elects otherwise,
on January 1 of the year following the anniversary of the
Employee’s Initial Automatic Enrollment, the payroll
deduction shall increase by 1% of the Eligible Employee’s
Compensation, not to exceed 6%. Prior to an Eligible
Employee’s Initial Automatic Enrollment and annually
thereafter, the Administrator shall provide notices regarding the
Eligible Employee’s 401(k) Contributions under this
Section 3.3(a)(v) that comply with the requirements set forth
in the Rules of the Plan. All 401(k) Contributions made under this
Section 3.3(a)(v) are subject to any combined limit on both
401(k) and After Tax Contributions set by the Administrator. Except
as elected by the Eligible Employee in accordance with Appendix H
to the Plan, no portion of the Eligible Employee’s 401(k)
Contributions to be made pursuant to this Section 3.3(a)(v)
shall be made as Roth Contributions, as defined in Section H1.3 of
Appendix H, or Roth Catch-Up Contributions, as defined in Section
H1.2 of Appendix H. Any Participant subject to this
Section 3.3(a)(v) may increase, decrease, or completely
discontinue his 401(k) Contributions consistent with
Section 3.3(d). All 401(k) Contributions made under this
Section 3.3(a)(v) are subject to Section 5.1 (Investment
Options) and Section 5.2 (Default Investment
Fund).”
7. Effective as of April 1,
2008, by substituting the following for Subsection 3.3(h) of the
Plan:
“(h) Return of Excess
Deferrals. If a Participant makes elective deferrals, as defined in
Treasury Regulation Section 1.401(k)-6, to this Plan and any
other cash or deferred arrangement for a calendar year which exceed
the limit under Code Section 402(g) for such year, the
Participant shall notify the Administrator of the amount of such
excess deferrals made under this Plan by the March 1 of the
next calendar year. The amount of such excess deferrals (and any
income thereon allocable thereto in accordance with Treasury
Regulation Section 1.402(g)-1) shall be distributed to the
Participant by the April 15 of the next calendar year. If a
Participant has made excess deferrals to this Plan the Participant
shall be deemed to have given the notice referred to above, and the
excess contributions (and any income thereon) shall be distributed
to the Participant by such April 15. Any such distribution
shall not be subject to any Spousal Consent, nor shall it be
treated as a withdrawal or distribution subject to the provisions
of Article VIII or XI. If such Participant made elective deferrals
to this Plan for a calendar year as 401(k) Contributions and Roth
Contributions, such Participant must identify the portion of the
Roth Contributions to be treated as excess deferrals for purposes
of this subsection.”
8. Effective as of January 28,
2008, by substituting the following for Section 3.4(c)(i) of
the Plan:
“(c) Deposit in
Trust.
(i) The fixed Matching Contributions
described in Section 3.4(a)(i) will typically be transmitted
to the Trustee in cash to be held in the Trust Fund as soon as
practicable following the end of each month. However, all Matching
Contributions will be transmitted to the Trustee to be held in the
Trust Fund no later than the date upon which the Company’s
federal income tax return is due (including extensions thereof) for
its taxable year coinciding with the Plan Year in
question.”
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9. Effective as of April 1,
2008, by substituting the following for Paragraph 3.5(b)(iv) of the
Plan:
“(iv) Prior to the end of the
following Plan Year, the amount of excess contributions within the
meaning of Treasury Regulation Section 1.401(k)-6 (adjusted
for income or loss for the Plan Year and, only for Plan Years
beginning in 2006 and 2007, the period from the end of the Plan
Year until distributed, computed in a consistent and reasonable
manner in accordance with Section 5.1 and Code
Section 401(a)(4)) for Participants who were Highly
Compensated Employees for the Plan Year shall be distributed to the
Highly Compensated Employees in question. Such distribution shall
not be subject to any Spousal Consent requirements or treated as a
withdrawal or distribution subject to Article VIII or XI. To the
extent that any excess contribution is distributed pursuant to this
subsection, any Matching Contribution relating to such excess
contribution will be forfeited. If a Participant who was a Highly
Compensated Employee for the Plan Year made elective deferrals for
the Plan Year as 401(k) Contributions and Roth Contributions, such
Participant may designate the portion of the 401(k) Contributions
to be treated as excess contributions and the portion of the Roth
Contributions to be treated as excess contributions. If such
Participant fails to make such designation, the portions of such
Participant’s 401(k) Contributions and Roth Contributions to
be treated as excess contributions shall be determined under the
Rule of the Plan.”
10. Effective as of January 28,
2008, by substituting the following for the first sentence of
Section 5.1(c) of the Plan:
“The Investment Funds
otherwise selected by the Investment Committee and offered under
the Plan may be changed, from time to time, without the necessity
of amending this Plan.”
11. Effective as of January 28,
2008, by substituting the following for Section 5.2 of the
Plan:
“Section 5.2 Default
Investment Fund. If a Participant or Beneficiary fails or declines
to make an effective investment election, the Participant’s
or Beneficiary’s Accounts shall be held in one or more
default Investment Funds, as selected by the Investment
Committee.”
12. Effective as of January 28,
2008, by substituting the following for Section 5.3(a)(i) of
the Plan:
“(i) has the responsibility
and authority to evaluate, select and remove the Investment
Funds;”
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13. Effective as of January 28,
2008, by substituting the following for Section 6.2(b) of the
Plan:
“(b) Transaction.
Transaction fees and expenses may include, but are not limited to,
withdrawal, distribution and loan fees. Transaction fees shall be
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