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
|
1
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 Option shall vest and become
fully exercisable, subject in all cases to the Participant’s
continued Employment through the applicable Vesting Date, as
follows:
|
(a) fifty percent (50%) of the
Shares subject to the Time-Based Option shall vest and become fully
exercisable on the date that is eighteen (18) months after the
Closing Date; and
(b) the remaining fifty percent
(50%) of the Shares subject to the Time-Based Option shall
vest and become fully exercisable on the date that is thirty-six
(36) months after the Closing Date.
|
9.
|
Special Provisions for
Forfeiture Following Retirement . Notwithstanding the provisions of clause
(c) of the first sentence of Section 4.4 of the Plan, in
the event that the Participant’s
|
2
Employment terminates due to the
Participant’s Retirement on or after the third anniversary of
the Effective Date:
(a) Any 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 surren
