Exhibit 10.57
STOCK OPTION GRANT
AGREEMENT
THIS AGREEMENT, made
as of this 1 st day of July, 2008 between
Harrah’s Entertainment, Inc. (the “ Company
”) and
(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 July 1, 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. Special Provisions for
Forfeiture . Notwithstanding the provisions of clauses (c),
(d) or (e) of the first sentence of Section 4.4 of
the Plan, in the event that the Participant’s Employment
terminates due to the reasons set forth in clauses (c), (d) or
(e) of the first sentence of Section 4.4 of the Plan, any
vested but unexercised portion of the Time-Based Option shall
remain exercisable until the earlier of the date (i) on which
the Participant receives a cash payment in exchange for the
surrender of the Time-Based Option pursuant to a Change in Control,
(ii) that is sixty (60) days after the Shares underlying
the Time-Based Option are registered and traded on a national or
international securities exchange or (iii) that is the 10th
anniversary of the Grant Date.
6. Vesting . Notwithstanding
the provision of Section 4.3.1.1 of the Plan, each Time-Based
Option shall vest and become exercisable with respect to twenty
percent (20%) of the Shares subject to the Time-Based Option
on each of the first five anniversaries of April 7, 2008,
until 100% of such Time-Based Option is fully vested and
exercisable, subject in all cases to the Participant’s
continued Employment through the applicable Vesting
Date.
7. Construction of Agreement
. Any provision of this Agreement (or portion thereof) which is
deemed invalid, illegal or unenforceable in any jurisdiction shall,
as to that jurisdiction and subject to this section, be ineffective
to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining provisions thereof in
such jurisdiction or rendering that or any other provisions of this
Agreement invalid, illegal, or unenforceable in any other
jurisdiction. If any covenant should be deemed invalid, illegal or
unenforceable because its scope is considered excessive, such
covenant shall be modified so that the scope of the covenant is
reduced only to the minimum extent necessary to render the modified
covenant valid, legal and enforceable. No waiver of any
provision
