Exhibit 10.52
STOCK OPTION GRANT
AGREEMENT
THIS AGREEMENT, made
as of this 27 th day of February 2008 between
Harrah’s Entertainment, Inc. (the “ Company
”) and Gary W. Loveman (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. Non-Renewal Termination .
In the event that Participant’s employment is terminated by
the Company due to the delivery by the Company of a notice of
non-renewal of his employment agreement (“
Non–Renewal Termination ”) the following
additional provisions will apply.
(a) Notwithstanding
the provisions of Section 4.4 of the Plan, Participant’s
Option(s), or any portion thereof, which have become exercisable on
or before the date of a Non-Renewal Termination shall expire on the
earlier of (i) 120 days following such Non-Renewal Termination
or (ii) the 10 th anniversary of the Grant Date
for such Option(s).
1
(b) Notwithstanding the limitations
set forth in Section 4.4.1 of the Plan, all of the provisions
of Section 4.4.1 of the Plan shall apply to Participant in the
same manner for a Non-Renewal Termination as such provisions would
apply to Participant in the event that Participant terminated his
employment for Good Reason.
(c) Notwithstanding the limitations
set forth in Section 4.9 of the Plan, in the event of a
Non-Renewal Termination, the Company will permit the Participant
(or his permitted Transferee, guardian or legal representative, if
applicable) to exercise all or any portion of his then-exercisable
Option through cashless exercise to satisfy the exercise price
and/or the minimum amount of applicable withholding taxes, but only
to the extent such utilization of such right would not cause the
Option to be subject to Section 409A of the Code.
6. MoM Determinations . If
the Participant’s Employment is terminated by the Company
without Cause or by virtue of a Non-Renewal Termination 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 Sha
