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EMPLOYMENT AGREEMENT

Employee Secondment Agreement

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HARRAHS ENTERTAINMENT INC | Harrah's Operating Company, Inc.

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Title: EMPLOYMENT AGREEMENT
Governing Law: Nevada     Date: 3/5/2004
Industry: CASINO     Sector: SERVIC

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Exhibit 10(29)

EMPLOYMENT AGREEMENT

        This Employment Agreement ("Agreement") is entered into as of this    day of                        ,            , by and between Harrah's Operating Company, Inc. ("Company") and                        ("Executive").

        The Company and Executive agree as follows:

        1.    Employment.    The Company hereby employs Executive as                        .

        2.    Duties.    During the term of this Agreement ("active employment"), Executive shall devote substantially all of his working time, energies, and skills to the benefit of the Company's business. Executive agrees to serve the Company diligently and to the best of his ability, and to follow the policies and directions of the Company.

        3.    Compensation.    Executive's compensation and benefits during his active employment shall be as follows:

        (a)    Base Salary.    Beginning                        , the Company shall pay Executive a base salary ("Base Salary") of $                        per year, which will be reviewed annually by the Company during the term of this Agreement in accordance with its compensation practices regarding senior executives. Executive's Base Salary shall be paid biweekly in accordance with the Company's normal payroll schedule. All payments shall be subject to Executive's chosen benefit deductions and the deduction of payroll taxes and similar assessments as required by law.

        (b)    Bonus.    In addition to the Base Salary, Executive shall be eligible for an annual bonus in accordance with the Company's bonus plan.

        4.    Insurance and Benefits.    Executive will be eligible to participate in each employee benefit plan and receive each executive benefit that the Company provides for its senior executives, in accordance with the applicable plan rules.

        5.    Term.    The term of this Agreement shall be for four (4) years, beginning on                        , and ending                         .

        6.    No Cause Termination/Non-Renewal of Agreement.    The Company may terminate Executive's active employment at any time without cause upon thirty (30) days' prior written notice ("no cause termination"). The Company also, in its sole discretion, may elect not to renew this Agreement upon its expiration ("non-renewal of Agreement"). In the event of such termination without cause or non-renewal by the Company, Executive shall be entitled only to the salary and benefits set forth below after the termination date unless otherwise specified in this Agreement.

Benefits


 

Benefit Termination Date


Base Salary (rate as of Separation Date)

 

Eighteen (18) months (78 weeks) ("Salary Continuation Period") from last day worked ("Separation Date").


PTO and Service Credit


 


Separation Date (accrued PTO will be paid within thirty (30) days of Separation Date)


Use of Credit Cards


 


Separation Date.


Bonus—Payment Eligibility


 


(i) Eligible for prior year bonus if terminated during payment year but prior to payment; (ii) eligible for prorated bonus for current year if in job for more than six (6) months and separation occurs after June 30; (iii) not eligible for bonus for year following Separation Date.

 

 

 



Group Health


 


End of Salary Continuation Period. Eighteen (18) month COBRA rights period for health insurance will commence on Separation Date. (See also paragraph 10)


Retaining Existing Stock Options for Vesting and Other Rights


 


Annual options continue to vest and can be exercised through the end of Salary Continuation Period. Exercise of vested annual options after Salary Continuation Period per plan rules. Accelerated vesting of all annual options if Change of Control (as defined in paragraph 11) occurs during Salary Continuation Period


Eligibility for New Restricted Stock or New Stock Options


 


Separation Date.


TARSAP II


 


Next potential vesting installment of TARSAP II, after Separation Date, if the installment is earned will vest for Executive (all, part, or none) at the CEO's and HRC's discretion. If a Change in Control as defined in Executive's Severance Agreement occurs during Salary Continuation Period, Executive will only be entitled to the next potential vesting installment of TARSAP II not otherwise earned. Unvested shares at the end of Salary Continuation are forfeited.


Use of Financial Counseling per Plan Provisions


 


End of Salary Continuation Period. The maximum remaining benefit shall be annual benefit remaining as of Separation Date.


Savings and Retirement Plan Deduction (Active Participation)


 


Separation Date.


Deferred Compensation Plan (DCP)


 


Separation Date. DCP distribution date will commence when Salary Continuation ends, in accordance with plan and as selected by Executive previously.


Employee Supplemental Savings Plan (ESSP) (Active Participation)

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