Exhibit 10.54
STOCK OPTION GRANT
AGREEMENT
THIS AGREEMENT, made as of this 27th
day of February 2008 between Harrah’s Entertainment, Inc.
(the “ Company ”) and Jonathan S. Halkyard (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 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, 2004 (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
agreeme
