Exhibit 10.55
STOCK OPTION GRANT
AGREEMENT
THIS AGREEMENT, made
as of this 27 th day of February 2008 between
Harrah’s Entertainment, Inc. (the “ Company
”) and J. Carlos Tolosa (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:
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1.
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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.
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2.
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Grant
Date . The Grant Date of
the Option hereby granted is February 27, 2008.
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3.
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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.
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4.
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Exercise
Price . The exercise
price of each Share underlying the Option hereby granted is set
forth on the signature page hereto
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6.
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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.
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7.
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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.
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8.
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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:
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(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.
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9.
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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 Employment
terminates due to the Participant’s Retirement on or after
the third anniversary of the Effective Date:
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(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 surrender of the Time-Based Option pursuant to a
Change in Control, (ii) that is six (6) months after the
Participant’s Retirement or (iii) that is the 10th
anniversary of the Grant Date.
(b) Any unvested portion of the 2X
Performance Option and 3X Performance Option shall remain
outstanding and eligible to vest and become exercisable in
accordance with Section 4.3.2 of the Plan and all subsections
thereunder, provided that , any requirement in such
Section or subsections that the Participant be continuously
employed by the Company up to and through the effective date of the
applicable vesting event shall be disregarded in determining
whether the 2X Performance Option and 3X Performance Option will
vest under this Section 9(b), and further provided that
any such unvested portion of the 2X Performance Option and 3X
Performance Option shall remain outstanding and eligible to vest
and
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become exercisable under this
Section 9(b) until the date that is the later of (i) the
fifth anniversary of t
