Exhibit 10.56
STOCK OPTION GRANT
AGREEMENT
THIS AGREEMENT, made as of this 27th
day of February 2008 between Harrah’s Entertainment, Inc.
(the “ Company ”) and Thomas M. Jenkin (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. 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 [insert
date] (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.
6. 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.
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
